Avengers' Ghost
by Goliath101
Summary: After the events of Phantom Planet and revealing his identity to the world, Danny becomes part of a larger universe. He is invited to join a group of heroes to save and protect the planet: The Avengers.
1. Chapter 1

**Disclaimer: All rights go to the Avengers characters belong to Marvel and all Danny Phantom characters belong to Nickelodeon/Butch Hartman. This story is for fun; not money or profit of any kind. The author owns nothing.**

* * *

**Avenger's Ghost**

By Goliath101

**Prologue**

They had done it. Catastrophe had been avoided. The Dis-asteroid had passed harmlessly through the Earth, thanks to the 14 year old half-ghost hero, Danny Phantom, and the denizens of the Ghost Zone, a parallel dimension home to every ghost. Though, it hadn't been easy for Danny to convince every ghost, so many of whom were his enemies, to help. Even harder to convince were the governments of the world, particularly leaders of small, isolated countries like Latveria. Especially after Vlad Plasmius, Danny's arch-enemy, had all but strong-armed the world into submission, for however brief a time.

But despite the hard work, it all paid off. The world was safe, Danny was a hero to the world, and it was time for new beginnings. Starting off with his new girlfriend and long-time best friend, Sam Manson. As the two flew over the new statue honoring Danny, Sam said, "Nice statue. Personally, I would've used recycled materials, but that's just me." Danny could only chuckle contentedly as the pair flew off into the moonlight.

* * *

Later that evening, after dropping Sam off at her house, Danny returned home. Before entering the house itself, Danny decided to pop into the Emergency Ops center, on the roof. The absurdly large structure was shaped like a UFO, and always made Danny laugh. Or cringe in embarrassment, depending on the situation. Danny phased through the wall to find all the lights off. On edge, Danny moved to turn the lights on. He flipped the switch; nothing. Danny frowned. _'Normally, Mom wouldn't let the lights be out this long,'_ Danny thought. _'Dad, maybe, but...'_

"Welcome home, Mister Fenton," came a deep voice behind Danny. He spun around to find a dark skinned man dressed all in black with an eye patch over his left eye. "Or, do you prefer Danny Phantom? That was a bold move, revealing your identity to the world."

Danny's eyes and fists began glowing, lighting the room in an un-earthly green glow. "Who are you," he growled. "And what do you want?"

The man raised an amused brow. "Sorry, son, but we haven't been... properly introduced," he stated, making no move. "I'm Colonel Nick Fury. Director of SHIELD."

Danny paused, and lowered his fists, slightly. "SHIELD? What's that?"

The man named Fury smirked. "I assure you, Phantom, I'm not here to fight. I'm here to talk to you about saving the world."

Danny was even more lost. "Save the world? Uh, dude, where have you been the last few days? The world is already saved. And you still haven't answered my other questions: Why are you here, and what is SHIELD?"

"The Strategic, Homeland, Intervention, Enforcement and Logistics Division," came an unexpected, and feminine voice from seemingly out of nowhere. At the sound of the voice, Danny nearly leaped out of his jumpsuit. As he collected himself, a red haired woman in a tight, black jumpsuit walked out of the shadows. On her wrists were two unusual bracelets that made Danny think of the Fenton wrist-rays. On her waist was strapped two matching pistols. He glanced over to Fury, who was smirking at Danny's reaction as the woman took her place at Fury's side. _'A body-guard?'_ Danny thought. _'and a pretty one, at _that.' Just at looking at her, Danny could see she was sizing him up as a potential threat. Her intense glare caused him to shift nervously.

"Danny, I'd like you to meet one of my top field agents, Natasha Romanoff, also known as the Black Widow," Fury explained, crossing his arms.

"Huh, nice to meet you, I guess," Danny said slowly.

Romanoff just nodded. "I apologize for the entrance," she said softly. "But Director Fury enjoys drama a bit too much at times."

Fury shot Romanoff a warning glance. "Anyway," he said. "We are here to thank you in person for coming up with the world saving idea of turning the Earth intangible. I don't think even Stark could have come up with that. But now that the world is at peace, for the moment, I'd like to look ahead to the horizon. We, at SHIELD, are putting a team together."

"A team?" Danny said confused.

"Yes, a group of... remarkable people, to fight the battles that no single hero could," Fury nodded to Romanoff, who stepped forward with a sealed file.

"For your eyes only," she said warningly. "That means no sharing with your goth girlfriend, Sam, or your other friend, the mayor, Foley." Danny's other best friend, Tucker Foley, had been named mayor of Amity Park after the Dis-asteroid incident. He was also the youngest mayor in the city's history. "Or your sisters, Jazz and Danielle," Agent Romanoff continued. "Or your parents."

Danny's eyes widened at how much they knew. _'They know about Danielle?' _he thought worriedly. Danielle, or Dani, was female a clone of Danny. After saving the world and revealing his identity to the world, Danny's family found out about Dani and adopted her as their own.

Before he could say anything, Fury stepped forward to clarify. "For the time being. We would like this to remain a secret, the rest of the team has not been fully assembled yet, so there is no need to make it public. We have been watching you for some time. We know your one of the good guys. If you think this might be a trick by the G.I.W., don't worry, you and your family are under S.H.I.E.L.D. protection now. And we will discuss this with your parents at a later date."

"Other heroes, huh?" Danny thought the matter over. These two were intimidating, but somehow Danny felt he could trust them. They were actually willing to talk to him, rather than shoot at him, like the G.I.W. "I didn't know there were any other superheroes in the world."

Fury grinned. "You think your the only one? No, no, no, you've become part of a bigger universe. You just don't know it yet." With that, Fury held out his hand. Danny took his hand, grinning at the prospect of working with other super heroes. "Danny Phantom, welcome to the Avenger Initiative."

Colonel Fury and Agent Romanoff turned to leave, but Danny said, "Wait, the world isn't in danger, so what is this team for?"

Fury looked over his shoulder and said, "If, and when, the time comes, you'll find out" With that, the two secret agents left, leaving Danny alone with his thoughts.

Danny phased through the roof to check the house. His family were all in living room, talking excitedly, fawning over Danielle, much to her joy. They were so wrapped up in having a new family member, they never knew the two secret agents were in the Ops center. Danny decided it was best not to question how they got in. After telling his family goodnight, Danny sat in his room, reading through the files on the Avengers Initiative. Aside from Danny, there were only two other files on full fledged members: Another field agent named Clint Barton, alias "Hawkeye". According to the file, he was the best shot in the world, his weapon of choice was a bow and arrow, but he was highly skilled in other weapons, as well as hand-to-hand combat. A loyal and dedicated agent, if there ever were one.

The other file was the red haired woman he had met earlier, Natasha Romanoff, alias "Black Widow". The two agents had apparently worked together before, as Danny looked through several pictures and video files of the two in combat. A superb spy, she was listed as the most skilled hand-to-hand combatant in the world, trained in virtually every form of weapon, from guns to knives, anything that kills. She was a master of disguise, fluent in multiple languages, had computer hacking skills, and was a master detective. _'Whoa,'_ Danny thought. _'She's like James Bond, Rambo, and Sam all in one.'_ Danny decided he'd best not cross her if he ever worked with her. His own file was similarly detailed as the two agents, with comprehensive lists of his powers.

Other files were mere lists of potential candidates that had either not been decided on, or listed as 'Not enough info.' Some of the names listed were vigilante's he had read about in the news, like Moon Knight and Daredevil. Since no one had ever gotten clear pictures or video of these two, he had never thought of them as superheroes. Another name he did recognize was the infamous Punisher, Frank Castle. Written next to his name in bold print was 'NOT A SUITABLE CANDIDATE.' Other names on the list Danny did not recognize were Dr Stephen Strange, Wolverine and Ghost Rider. _'Ghost Rider?_ _Why have I never heard of him before_?' Danny thought. He rubbed his eyes tiredly, exhausted after the last few days. Thankfully, his enemies in the Ghost Zone were equally tired, so hopefully, he could get a full nights sleep.

* * *

**CHAPTER 1: SOME ASSEMBLY REQUIRED**

A little over a year had passed since Danny encountered Nick Fury and Black Widow. In that time, the world had started to change. Billionaire Tony Stark had become a hero called Iron Man. Dr Bruce Banner, a.k.a., the Incredible Hulk had caused some havoc with the military, broke part of New York, and saved the city from a creature called The Abomination. He had since disappeared. Then, in New Mexico, Norse myth was discovered to be real, when Thor had a death match with a big robot. These three people had all been added to the Avengers Initiative. Danny had learned of this roster change from a S.H.I.E.L.D. agent named Phil Coulson. Coulson's visits had been short, but the man was kind and his demeanor put Danny at ease. The most startling addition was the original superhero, Captain America, had survived WWII after being frozen in ice for over 70 years! Coulson was particularly excited about this, which was amusing. But Coulson had that said since the world was relatively safe, the Avengers were not needed at the moment.

Danny didn't complain. He was enjoying his life. He was popular, people, (his parents in particular), were no longer shooting at him, he had the girl of his dreams, and his best friend was mayor! Danny, himself, however, hadn't changed much, however, despite being a year older, and the natural growth that came with it. He flew off toward home after a relatively quiet night of patrol. Summer vacation had officially started, and Danny was allowed to stay out late, being a famous superhero, and all. Danielle, however, still had a curfew, something that she hated. Danny chuckled sadly. He had been patrolling alone for the past few nights. Sam was out of the country for a month with her family, Valerie was also out of town, and Tucker had a lot to do, running the town, so he was beat. Danny had a feeling something big was going to happen, sooner or later. Clockwork had told him to stay prepared. For what, he wouldn't say.

As he flew towards home, his phone rang. The number was the special S.H.I.E.L.D. number Coulson had provided. "Uh, hello?" Danny asked.

"Danny, it's Agent Coulson," came the reply. "We need you. Director Fury wants everyone on board. The world is in extreme danger. I need you to meet me at the local airfield, pronto."

Danny was taken aback. "Is this a joke?"

"I'm sorry, Danny, I know this is sudden, but it is very real," Coulson replied grimly. "Your parents have been notified."

Danny sighed. "Alright, I'm on my way."

* * *

Danny soon landed at the airstrip to see Coulson waiting outside a sleek looking Quinjet. "Hey, Coulson, sweet ride!"

Despite the situation they were facing, the boy's positive attitude toward everything was refreshing. "Thanks," Coulson nodded. "Now if your ready, we have one more stop to make in New York."

"New York?" Danny asked. "What do we need there?"

Coulson smiled. "Another of the Avengers need some... convincing."

Danny nodded and sat down. "So if the Avengers are assembling, where are Black Widow and Hawkeye?"

Coulson sighed. "Barton's been... compromised," he answered carefully. "An Asgardian named Loki is planning on invading the Earth. He somehow took control over Barton's mind with his staff, as well as several other people, including a scientist named Erik Selvig."

Danny did not like the sound of that. He knew first hand what it was like to have some maniac control your mind with a staff. "Why them?" he asked.

"They were studying a cube shaped artifact of immense power called the Tesseract, and now Loki wants it for Heaven knows what," Coulson replied. "And the answer to your other question is Agent Romanoff is busy finding Dr Banner. We could use his help to find the Tesseract."

Danny nodded taking the information in. The two sat in silence for some time. As they arrived in New York in record time, Coulson said, "Danny, I'd like you to wait here while I fetch Stark. Another member of the Avengers is on his way here to join us as well: Captain Rogers."

Danny was stunned. "I get to meet Captain America right now? Awesome!"

"I know, right?" Agent Coulson replied as he headed for the ramp, a grin on his face.

* * *

Some time had passed, and Danny was bored out of his mind waiting. It was nearing dawn. Soon he heard the engine of a motorcycle puling up outside the Quinjet. Danny looked out to see a blonde man in regular clothes holding a file similar to Danny's, looking at the aircraft uncertainly. "Um, can I help you?" Danny asked as he floated down the ramp. The man looked shocked to see the white haired kid floating in front of him.

"Uhh... Captain Rogers reporting," he said slowly. "Am in the right place?"

Danny was floored. He hadn't recognized the Captain in regular clothes. "Oh, uh, YES! I mean, uh, you sure are, Captain Rogers!" he stammered awkwardly, trying to sound professional and hide his excitement. Steve looked at the boy uncertainly, not sure what to make of the kid with glowing green eyes and white hair who was floating in front of him.

"Are you... Phantom?" Rogers asked.

Danny grinned. "Yes, sir!" He held out his hand to the hero. Steve shook it slowly, noting how cold the boys hand was.

"Uh, kid, could you not... float?" he asked, not wanting to offend the ghost, but the sight of someone flying without wings or a plane was somewhat unnerving. He still had yet to fully adjust to the modern world. Honestly, he rarely left his apartment that Director Fury had provided.

Danny looked down at himself. "Oh, uh, right, sorry," he replied, slightly embarrassed. Two white rings appeared around his waist and traveled up his body, leaving the black haired, blue eyed 15 year old Danny Fenton in Phantom's place.

Rogers eyes widened and he took a couple steps back. "Does that happen often?" he asked bewildered. He had read the file on Phantom Fury had given him, but he didn't realize he was only a kid!

"Whenever I want," Danny replied, finally remembering that Steven Rogers was a man from WWII, and hadn't fully grasped the modern age. "It's a long story. I'll tell you when the world isn't in danger. We better get on board. Agent Coulson will be back soon!"

Captain Rogers nodded, numbly. He was disgusted that Director Fury had recruited a teenager for such a dangerous job. He would be sure to tell him off later. But he knew it wasn't the boy's fault. He was blessed, (cursed?), with powers, and just wanted to help people. Still, Rogers promised himself to look after the kid.

A short while later, the sun had just risen, and Coulson finally made it back to the Quinjet. As he walked up the ramp, he noticed Danny had changed back to his human self, and sitting across from him was his hero. More like Idol... Captain America himself! Though his training as an agent helped him keep it hidden, inside he was jumping for joy like a little kid. He nodded at the two as he leaned into the cockpit, ordering the pilot to take off and head for base. Danny noticed Coulson was alone, and asked, "I thought you were getting someone?"

Coulson nodded, "I was. Tony Stark prefers to make his own way. He'll join us when he's ready, on his own time."

Steve snorted. Just like Howard, Tony's father. A real playboy, or so he had gathered from the news. He went back to reading his files on the others on the team. The rest of the flight went smoothly, except when Coulson had finally lost his nerve and began telling the Captain how he had been watching him while he slept after thawing out, or rather, watching over him. Rogers looked uncomfortable, but Danny could barely keep himself from laughing.

The pilot announced they were landing. Danny looked out, seeing they were approaching a large aircraft carrier. Upon landing, the trio were met by Natasha Romanoff, still wearing her everyday clothes, indicating she had only arrived recently herself. She informed Coulson that Fury wanted to see him on the bridge, and he bid the others farewell. Danny and Steve were looking around the flight deck. Natasha walked up to the two, nodding at Danny. "This must all be new to you," Danny commented.

Steve looked around at soldiers marching in formation. "No, actually this is kinda familiar."

Natasha crossed her arms and said, "There was quite the buzz around here, finding you in the ice. I thought Coulson was going to swoon. Did he ask you to sign his trading cards yet?"

Steve looked mortified as he asked, "Trading cards?"

Natasha nodded, and replied, "They're vintage. He's very proud."

Danny then remembered something his dad told him. "Oh, hey! My dad has a set of those! Maybe you could sign his, too! When all this is over, of course."

Steve rubbed his eyes in humiliation, and then he noticed a man who looked entirely out of place on the flight deck. A man wearing a simple purple shirt and glasses, acting very lost, trying not to bump into anyone. The trio walked up to him and Steve said, "Dr. Banner?"

Banner nodded and chuckled. "Uh, yeah, hi. They told me you'd be coming."

Steve wasted no time getting to the point. "Word is you can find the cube."

Banner sighed, "Is that the only word?"

"Only word I care about," Steve replied sternly.

Banner glanced at Danny, who smiled and held out his hand. "Danny Phantom, huh? Nice to meet you," Banner said. "Impressive work on calculating the whole asteroid thing." Danny beamed at the compliment.

"Would it surprise you to know I was friends with your dad in high school?" Banner asked.

Danny gaped at the scientist. "Your kidding!"

Banner shook his head. "Yup. Your dad was quite the character, constantly rambling on about ghosts and the paranormal. He had some great equations, though. After graduation, we both got accepted to different colleges and fell out of contact. By the way, did he ever get that 'Ghost Portal' thing working?"

Before Danny could answer, Natasha walked up and said, "Sorry to interrupt, gentlemen, but would you care to step inside? It's about to get hard to breathe on a moment."

"Why, is this a submarine?" Steve asked.

"Really, they want me inside a submerged, pressurized metal container," Banner commented. They walked over to the edge and realized they were looking at a propeller. A really, really big propeller. "Oh, no, this is much worse," Banner joked.

Danny was awe-struck. "This is so cool! I wish Sam and Tucker could see this!"

* * *

**So what do you guys think? This is my first ever story! I am a huge Avengers and Danny Phantom fan! Please, no flames or vulgar language! Those will be deleted and blocked.**


	2. Chapter 2

**Disclaimer: I own nothing in this story. Everything belongs to the respective owners, Marvel and Nickelodeon! This is just for fun!**

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**Chapter 2: Stuttgart, Germany**

Natasha led Roger**s**, Danny, and Banner through the maze of corridors to the bridge as the Helicarrier, as she called it took off. "Won't people on the ground see us?" Steve asked.

"No, we have special cloaking technology. Hides us from radar and satellite, too," Natasha replied. "Now, only S.H.I.E.L.D can monitor our position." Upon entering the bridge, Banner looked impressed, while Danny and Steve looked on in amazement. For Danny, it was like something out of Star Wars!

Fury noticed the new-comers and walked over from his command consoles in the center of the room. "Gentlemen." Steve, still looking around pulled out ten dollars from his pocket and handed it to Fury, who smirked. Walking over to Danny and Bruce, he patted Danny's shoulder. "Thank you for joining us on such short notice, Mr. Fenton." He then shook hands with Bruce. "Doctor, thank you for coming."

Banner replied, "Thanks for asking nicely. So, uh... how long am I staying?" Danny noticed Bruce was constantly on edge, his keenly intelligent eyes constantly darting about, as if waiting for some kind of attack.

"Once we get our hands on the Tesseract, you're in the clear," Fury replied.

Banner then asked, "Where are you with that?"

Fury looked over to Coulson, who was standing nearby. "We're sweeping every wirelessly accessible camera on the planet," the agent replied. "Laptops, cellphones, if it's connected to a satellite, it's eyes and ears for us."

Natasha shook her head and said, "That's still not going to find them in time."

Danny had kept quiet through all this. He knew he was out of his depth at the moment, and was wise enough to keep his trap shut. '_No time for witty banter, or dumb teen ideas right now,' _he thought. But Banner had a suggestion, "You have to narrow the field. How many spectrometers do you have access to?"

"How many are there?" Fury asked in response.

Banner explained, "Call every lab you know, tell them to put the spectrometers on the roof. I'll rough out a tracking algorithm based on cluster recognition. At least we could rule out a few places. Do you have somewhere for me to work?"

Fury nodded, "Agent Romanoff, would you show Doctor Banner to his laboratory, please?"

Natasha was already headed for the door, with Bruce following. "Your gonna love it, Doc. We got all the toys."

Soon, Banner had everything ready, and while waiting for facial recognition on Loki, or Barton, Coulson had found the courage to ask Steve about autographing his mint condition Captain America trading cards. "I mean, if it's not to much trouble."

Steve shook his head uncomfortably, "No, no. It's fine." Danny chuckled silently at Steve's discomfort.

"It's a vintage set. It took me a couple years to collect them all. Near mint. Slight boxing around the edges, but-"

Suddenly, another agent looked up from his monitor. "We got a hit on Loki. Sixty seven percent match. Wait, cross match, seventy nine percent match." Everyone looked at the agent.

Coulson asked, "Location?"

The other agent looked back at the screen. "Stuttgart, Germany. 28, Konigstrasse. He's not exactly hiding." The screen showed Loki walking into a large gala-type event, dressed in a fancy dark green and black suit, carrying a walking stick, and a slimy smirk on his face.

Fury looked over at Danny and Steve. "Captain, Phantom, you're up."

Soon, Steve Rogers had changed into his new Captain America uniform, carrying his trade-mark shield. Danny grinned as he walked beside the legend. While grinning ear-to-ear, he couldn't resist needling the Captain, "Gotta say, you look quite menacing in that kevlar spandex!"

Cap muttered, "Oh, not you, too."

Danny waved him off, "I'm just kidding! You look awesome!"

Cap rolled his eyes and went all soldier as they reached the flight deck. "Alright, here's what's going to happen. You're going to follow my lead out there. No questions, kid. I want you on crowd control. I'll handle Loki."

Danny scowled, but Black Widow, once again showing up out of nowhere behind them, all decked out in her own gear, came to Danny's defense. "Don't underestimate him Captain. He's had more than enough experience handling baddies."

Danny nodded his thanks to Romanoff, but Cap shook his head as they entered the Quinjet. "He's still a kid. He's never been in a fire fight, or a war."

Danny retorted, "Have, too! I've been shot at plenty of times!"

Captain America glanced at Danny, bewildered. _'What has this kid been through?' _he thought.

Natasha sat down in the cockpit and the Quinjet took off, headed for Germany. "Danny Phantom is no push-over in a fight, Cap," she stated, remembering all the footage of his fights that were collected by SHIELD. "Don't forget, you were that small once, too."

"Hey! I'm not _that _small," Danny exclaimed, insulted. "See this?" Danny pointed to his still growing bicep. "This is totally all muscle!" His companions glanced at him, unimpressed. Danny blushed, embarrassed. "I'll be quiet, now," he said quietly, sitting down dejectedly. '_Way, to go, Fenton,' _he thought glumly. The rest of the flight went awkwardly silent as they approached Germany, where night had fallen.

* * *

Down on the ground, Loki walked out of the gala, the pitiful humans in turmoil over his little display of carving a man's eye out with that lovely device Agent Barton had whipped up for him. Smiling coldly, the God of Mischief's expensive suit began to glow, only to be replaced by his more resplendent armor, staff in hand. A law enforcement vehicle sped toward him. Loki simply raised his staff and reduced the vehicle to a flaming wreck.

The crowd of people watched in horror as duplicates of Loki began to appear, boxing them all in a large circle. On board the Quinjet, the trio of Avengers watched the scene play out on the monitor as they sped toward Stuttgart. Cap watched in shock as Loki duplicated himself. Danny, however had seen that trick before. He could do it, himself. '_Oh, great,'_ Danny thought. '_Another fruitloop who can duplicate himself.'_

Then Loki addressed his captive audience. "Kneel before me." The crowd just continued to murmur worriedly. Loki repeated himself more forcefully. " I said, KNEEL!" This got the crowd to their knees, as they watched their captor. Loki chuckled, and began to walk slowly among the kneeling people. "Is this not simpler? Is this not your natural state? It's the unspoken truth of humanity; that you crave subjugation. The bright lure of freedom diminishes your life's joy in a mad scramble for power, for identity. You were made to be ruled. In the end, you will always kneel."

An elderly gentleman had had enough, and bravely stood up. "Not to men like you," he said.

"There are no men like me," Loki replied, but the old man held his ground.

"There are always men like you," he said defiantly.

Loki shook his head and shrugged. "Look to your elder, people. Let him be an example." He then raised his staff, intending to kill the man. As the staff fired, Captain America appeared and deflected the blast with his shield, knocking Loki to the ground. The crowd gasped as the hero stood up.

"You know," Cap said. "The last time I was in Germany and saw man standing above everyone else, we ended up disagreeing."

Loki slowly stood up. "The soldier," he spat. "A man out of time."

Cap smirked, "I'm not the one out of time." All of the sudden, Danny appeared, blasting the Loki duplicates into nothing.

"Believe me," Danny said. "Listen to Cap. And I know a thing or two about time." Danny then began assisting the crowd get to a safe distance.

Loki narrowed his eyes at Danny, and then said to Cap, "So worried, are you, that you now look to the dead for help?"

Before either Cap or Danny could respond, the Quinjet appeared above the group, it's weapons trained on Loki. Black Widow announced over the speaker, "Loki, drop the scepter and then stand down." Suddenly, Loki charged Captain America. Surprised at Cap's strength, Loki stepped up his game and over-powered his opponent.

"Kneel," he seethed.

Cap then turned the tide with a powerful roundhouse kick. "Not today," he said firmly.

On board the aircraft, Widow was unable to keep a lock on Loki. "He's all over the place," she murmured. Suddenly, her her headset was hacked into. Hearing AC/DC's Shoot to Thrill in the background, she frowned.

"_Agent Romanoff,"_ came a familiar voice. "_Did you miss me?"_

She smirked at the voice. '_Stark,' _she thought.

Iron Man flew into battle and blasted Loki with his repulsars. Landing next to Cap, who was standing up, he told Loki, "Make your move, Reindeer Games." Seeing he was outnumbered, Loki held up his hands and his armor dissapeared, replaced by his simple, green Asgardian tunic. "Smart move," Iron Man said, lowering his weapons.

"Mr Stark," Cap said, out of breath.

"Captain," Stark replied.

Danny then flew up and froze Loki's wrists together, much to his surprise. "Pitiful draugr," Loki growled. "You think ice can hold me? I am the son of a Frost Giant!" He focused his energy on his icy bonds, but nothing happened. "What trickery is this!?" Loki shouted, genuine confusion could be seen in his eyes.

Danny crossed his arms proudly, landing next to Cap and Iron Man. "Ghost ice, dude. It won't melt or shatter unless I want it to."

Loki glared daggers at Danny and said, "I see. More powerful than I was led to believe. Your legends do not do you justice, boy."

Iron Man lifted his face plate and grinned wryly at Danny. "Nice move, _Casper,_" he said.

Danny screwed his face at the nickname. "Thanks, _Trash Can,_" he shot back. Stark snorted in amusement. Stark enjoyed witty banter when someone could give it, as well as receive.

* * *

Shortly there-after, the group, with Loki and Iron Man in tow, were en-route back to the Helicarier. Loki had been silent the whole time. Something just didn't sit well with Steve. "I don't like it," he said.

"What," asked Tony. "Rock of Ages giving up so easily?"

Cap shook his head, "I don't remember it being that easy. This guy packs a wallop."

Tony shrugged, indifferently. "Still," he said. "You are pretty spry, for an older fellow. What's your thing? Pilates?" Danny laughed at that. Steve just frowned, the term going over his head.

"What?" Steve asked.

Tony shrugged again, "Sorta like calisthenics. You might have missed a few things, you know, doing time as a Capsicle."

Steve was about to retort, when a loud clash of thunder made the jet rattle. Everyone glanced up at the noise. Danny looked over at Loki who was looking around concerned. "What's wrong?" Danny asked. "Scared of a little lightning?"

Loki regarded the half-ghost. "I'm not overly fond of what follows," he said. Suddenly, a loud crash rocked the aircraft, and the back hatch was ripped off it's hinges. Standing in the door way was an angry blonde viking in a red cape, holding a large hammer.

Iron Man tried to move against the intruder, who simply knocked him back with a swing of his hammer, sending the Iron Knight slamming into Cap and Danny. Swiftly, the blonde grabbed Loki by the collar, who looked afraid, and the two flew out the open hatch. "Ugh," Danny groaned. "Anyone get the number of that red and yellow bus that just ran me over?"

Iron Man grunted, "Now there's that guy..."

Widow called up from the cockpit, "Another Asgardian?"

Captain America said, "Think this guy's a friendly?"

Danny rolled his eyes, "Gee, he just attacked us and made off with the one guy that can lead us to the cube."

Iron Man moved toward the open door. "It doesn't matter," he said. "If he frees Loki, or kills him, the Teeseract's lost."

As Iron Man prepared to take off, Cap said, "Stark, we need a plan of attack!"

Iron Man looked over his shoulder, "I have a plan. Attack." With that, he rocketed off in pursuit of the intruder.

"Gotta admit," Danny said. "Not a bad plan."

Cap moved to grab a parachute. Widow tried to get Steve to reconsider. "Cap, I'd sit this one out, these guys come straight from legend; they're basically Gods."

Cap stood firm, as he strapped on his parachute. "There's only one God, mam," he said. "And I'm pretty sure he doesn't dress like that." With that he jumped out the hatch after the others.

"I could have just flown him down," Danny said. Widow turned in her seat to look back at Danny expectantly.

"I'll go grab Loki in the chaos," Danny said. "I'll bring him back here, so we can get him back to Fury."

Widow nodded and turned back to the controls. Danny swooped out the hatch toward the others. Danny liked Black Widow, he decided. She didn't treat him like a child. Almost like an equal. Almost.

* * *

Meanwhile, Loki hit the ground. Hard. He groaned as looked around, noticing he was on a ledge. His captor landed behind him. His annoying brother. Thor. The favorite child. "Where is the Tesseract," Thor asked, not wasting time. Loki chuckled as he stood up, "I missed you, too."

Thor scowled, "Do I look to be in a gaming mood?"

"Oh, you should be," Loki stated. "With the Bifrost gone, how much dark energy did the All-Father have to muster to send you here? Your precious Earth."

With that, Thor dropped his hammer to the ground and grabbed Loki by the collar. "I thought you dead!"

Loki looked his brother straight in the eye as he asked, "Did you mourn?"

Thor was slightly taken aback at the question. "We all did," he said. "Our father-"

Loki stopped Thor mid-sentence by storming away a few feet in disgust. "YOUR father," he corrected. "He did tell you of my true parentage, did he not?"

Thor was hurt by Loki's venemous statement. "Loki, we were raised together," he pleaded. "We played together. We fought_ together! _Do you remember none of that?" This only angered his way-ward brother further.

"I remember a shadow," he stated coldly. "Living in the shade of your greatness. I remember you tossing me into an abyss. I, who was and should be king!"

"So you take the world I love as recompense for your imagined slights?" Thor asked. "No, Loki, Midgard is under my protection."

Loki laughed at the statement. "And you're doing a marvelous job at that! The humans slaughter each other in droves while you merely fret. No, I mean to _rule _them."

Thor looked on with scorn in his eyes. "You think yourself above them, brother?"

Loki shrugged "Well, yes," he said, as though it were obvious.

Thor shook his head sadly. "Then the throne would suit you ill," he said. "You miss the point of ruling, brother."

Loki was quickly growing tired of this game. "I have seen world's never knew about," he stated. "I have grown, Odinson, in my exile. I have seen the true power of the Tesseract. And when I wield it-"

Thor rushed Loki in outrage, "Who showed you this power?! Who controls the would-be king?"

Loki sneered, "I am a king!"

"Not here," Thor shouted. "You give up the Tesseract, you give up this poisonous dream! You come home."

Loki stated plainly, "I don't have it. I sent it off, I know not where."

Thor could see his brother was not fibbing, which made him more frustrated. Scowling, he was through trying to reach his brother, and summoned his hammer. "Listen here, brother-"

Suddenly, Iron Man slammed into Thor at full speed, leaving Loki alone to stare at the empty spot his brother had occupied. "I'm listening," he said, expectantly.

* * *

Down below, in the forest, Thor broke free of his attacker. "Do not touch me, again," he said, threateningly.

Iron Man stood his ground "Then don't take my stuff," he challenged.

Thor glanced back up at Loki, who hadn't moved from the ledge. "You have no idea what you face," Thor said.

Iron Man glanced around, "Uh, Shakespeare in the park? Doth mother know-eth thou wear-eth her drapes?"

Thor gripped his hammer tighter, loosing his patience. "This is beyond you, metal man," he stated. "Loki will face Asgardian justice."

Iron Man replied, "Fine. He gives us the cube, he's all your's. Tourist." Suddenly, Iron Man was knocked through a tree by Thor's hammer. Regaining his bearings, he grunted. _'Okay, then,'_ he thought. _'I guess it's on.'_

* * *

As the two heroes battled below, Loki sat and watched in amusement. Now if only he could find some way to rid himself of these dreadful ice bonds on his wrists that Phantom had placed on him. But even his magic was unable to melt them. It was no matter, he supposed. The Tesseract's energy could melt them. He suddenly heard a sonic boom behind him. As he spun around, he saw Danny floating in front of him. Loki sighed. '_Again?' _he thought. "And what do you want, child?"

Danny's eyes and fist glowed bright green. "I want you to give up, like a nice prisoner," he said. "Or, don't. I really don't care at this point. You wouldn't be the first fruitloop I've knocked silly."

Loki chuckled, and began circling Danny. "My, my, confident, aren't we? Answer me this, young halfa. Why do you fight to protect this world? You, who has a statue erected in your honor in nearly every capital city on the planet. You could have taken over this world on your own! Yet, you still choose to protect."

Danny scowled, thinking back to his once dark and evil future. "That's not who I am."

Loki shook his head. "Then who are you? A child, yearning for the acceptance of his peers? A normal existence? You aren't one of them. You are a half dead _creature_. To be reviled. An abomination! What normal existence could you possibly have?"

Danny started shaking in anger and doubt at those words. Loki noticed this, and pressed further. "They all fear you. Director Fury, Agent Romanoff, Banner, the Captain. They would rather have you in a cage. Or better yet, strapped down to a table and cut open!"

That was the last straw for Danny. With a growl of rage, he struck Loki in the jaw so hard, he actually drew blood on the Asgardian. Loki groaned as he sat up, spitting out a molar, and wiped the blood dripping from his mouth. He cackled softly. "There, now. Was that so hard? Is that not better? Using your rage on your enemies? You could be capable of so much more. If you sided with me, together we could-" Loki was cut off by Danny, who shot a glob of ectoplasm at Loki's mouth, effectively muzzling the monster.

Danny shook his head sagely. "What you need to realize, Captain Crazy, is that I made peace with that part of me a long time ago," he said. "And, yes, I am capable of a lot worse. And I strive every day to make myself better than that. Better than _you_." Danny picked up Loki by the back of his tunic, and flew back toward the Quinjet, which had been circling the area, waiting for everything to settle down before landing.

Upon landing in the aircraft, Danny threw Loki down in his seat. Hard. Widow looked back from the cockpit at Danny, concerned. "Danny, you alright?"

Danny shot another dirty look at Loki, who returned the glare, before walking up to the cockpit. "I'm fine," he sighed. "Loki didn't put up much of a fight."

Natasha looked Danny dead in the eye and frowned. "That's not what it sounded like, to me."

Danny looked at her confused. Widow pointed to her ear. "You left your com-link on."

Danny face-palmed. '_Darn it,' _he thought.

"Don't worry, you handled yourself good," she said. "But you didn't answer my question: Are you alright?"

Danny rubbed the back of his neck and replied, "Yeah, I'm good. Thanks for your concern!"

Widow turned back to the controls. "Don't flatter yourself," she replied, returning to 'Black Widow' mode. "I just don't want any weak links on the team. Stark is bad enough."

Danny chuckled, and leaned casually on the door frame of the cockpit. "Uh-huh," he said, grinning cheekily. "You were worried about me, weren't you? Admit it, Black Widow, I'm like the little, ghostly brother you never had!"

Widow just sighed. "Strap yourself in. We're going to pick up the others. They finally came to a truce, after Cap intervened."

After picking up Thor and Captain America, the flight back to the Helicarrier was... uncomfortable to say the least. The back door was still ripped off, so it was very windy. Thor was a very large man, and did not fit well in the seats. He insisted on sitting next to Loki to keep an eye on him, and kept asking Danny questions, like why he was not in Valhalla, about his glorious battles against the dead, and what he had muzzled his brother with. Cap sighed. _'I hope this is a short flight,' h_e thought._ 'At least Stark flew back to the Helicarrier by himself with that armor of his. That's one less headache.'_


	3. Chapter 3

**DISCLAIMER: All rights go to the respective owners, Marvel and Nickelodeon. I, the author, own nothing in this story. This is just for fun, not money.**

**A/N: Whew, this was a long one! A lot of dialogue! I wasn't sure where to end it for the next chapter! Also, I know that most of this is taken straight from the Avengers movie, (why mess with perfection?), but this is my first work, so, I'm sorry if it's not that great. But, I do try to add stuff for Danny. Next chapter will be mostly action, while this one is mostly plot and stuff. So, to make up for it, Danny has a majorly epic moment next chapter, so hold yourselves in readiness! **

**Also, I want to kindly thank you all of your wonderful reviews! They make my day! You all rock!**

* * *

**CHAPTER 3: Back to the Helicarrier**

Upon returning to the Helicarrier, the Avengers were met by several armed SHIELD agents, who escorted Loki to his cell. Loki passed Banner's lab along the way. Loki glanced at Bruce and smirked. Banner did not like that look. Once Loki was in his cell, Fury asked Danny to release their prisoner from his ice cuffs, saying they didn't need them anymore, as Loki could not escape.

As the heroes made their long way to the bridge, followed by Thor, Steve asked Danny, "Back in Germany, Loki mentioned something about your legends not doing you justice. What did he mean by that?"

Danny only shrugged, having no answer. Thor, however, did. "Yes, even in Asgard, we have heard tales of the young Spirit-Warrior known as Phantom," he explained. "His battle against Pariah Dark is praised, even by Odin."

"Pariah Dark?" Steve asked, not knowing the name.

"The Ghost King," Danny explained. "He's one of the most powerful ghosts to ever exist. He tried to invade the Earth a couple years back."

Thor nodded, grimly. "He was truly evil," he commented. "He even invaded Valhalla, long ago. Before my father had even been born. When he had awoken from his Forever-Sleep, the Nine-Realms shuddered. Odin had the armies of Asgard prepare for war. The gates to Valhalla opened, and the spirits of the dead there took refuge in Asgard, out of fear for their after-lives."

"The same thing happened here on Earth," Danny said. "Everyone in the Ghost Zone tried to hide here, because Pariah was on the war path. The Fright Knight was leading the charge."

Steve was troubled by this. "And you took them and his army on?" he asked.

"Yup, but not alone," Danny explained. "I had a lot of help."

Thor laughed grandly. "You are very humble, for a warrior" he said. "You may have had help, but it was you who locked Dark back in his Sarcophagus of Forever Sleep, and returned your city to the realm of the living! A feat to be proud of!" With that, he slapped Danny on his back.

Danny blushed at Thor's praise. "Uh, thanks," he said, shyly.

"So this ghost army invaded Amity Park?" Natasha asked. "I've only read the reports. I had no idea how bad it was." The paranormal was out of her realm of expertise. She was more of the real world type of thinker, so ghosts were not something she tended to dwell on. It seemed she need to start.

As they walked onto the bridge, they noticed Banner had joined them, and Maria Hill, Fury's second in command, informed them that Fury had gone to speak face-to-face with Loki. They all took a seat around the conference table to observe.

Fury stood in front of Loki's glass containment cell. "In case it's not clear," he said. "You try to escape, you so even much as scratch that glass..." Fury then pressed a button, which caused the floor beneath the cell to open up. "Thirty-thousand feet, straight down in a steel trap. You get how that works?" Fury gestured to Loki, "Ant." He then gestured to the control console," Boot."

Loki chuckled, as he walked around his cell. "It's an impressive cage," he commented. "Not meant, I think, for me." Fury shook his head. "Built for something a lot stronger than you," he said. Loki grinned even more. "Oh, I've heard," he said, looking at the camera in the corner of the ceiling. "The mindless beast, who makes play to be a man."

Loki then turned his attention back to Fury. "How desperate are you? You call on such lost creatures to defend you," he said.

Fury scowled and walked right up to the cell. "How desperate am I?" he asked. "You threaten my world with war. You steal a force you can't hope to control. You talk about peace, and you kill 'cause it's fun. You have made me very desperate. You may not be glad you did."

"Oh, it burns you to have come so close," Loki sneered. "To have the Tesseract, to have power, unlimited power. And for what? A warm light for all mankind to share? And then to be reminded what real power is."

Fury was done listening to this mad-man. "Yeah, well," he said, as he turned to leave. "Let me know if real power wants a magazine, or something."

Back on the bridge, the other Avengers were troubled by the whole exchange. Banner tried to lighten the mood, "He really grows on you, doesn't he?"

Danny smirked. "Honestly," he said. "He reminds me of a few creeps I've fought before."

Steve cut right to the chase. "Loki's gonna drag this out," he said. "Thor, what's his play?"

Thor stroked his beard. "Loki controls an army called the Chitauri," he explained. "They are not of Asgard, nor any world known to us. He means to lead them against your people. They will win him the Earth. In return, I suspect, for the Tesseract."

"An army," Steve repeated, in disbelief. "From outer space?" He could hardly believe it. It was like something from a movie. But then again, he was dressed as the American flag, and working with a ghost, a figure from Norse mythology, and a man who dressed as a red and gold robot.

"So," Banner interjected. "He's building another portal. That's what he needs Erik Selvig for."

Thor looked up at the mention of the name. "Selvig?" he asked.

"He's an astrophysicist," Bruce explained.

"He's a friend," Thor clarified.

"Loki has him under some kind of spell," Natasha said. The spy glanced down at the table with an unreadable expression. "Along with one of ours."

Steve had other things on his mind. "I wanna know why Loki let us take him," he said. "He can't lead an army from here."

Danny shook his head. "I don't think Loki is what we need to focus on" he said. "He's one seriously crazed-up fruitloop. I can see the crazy radiating off of his aura."

Thor looked slighted at the comment. "Have care how you speak," he warned. "Loki may be beyond reason, but he is of Asgard. And he is my brother."

Black Widow frowned at Thor. "He killed over 80 people in two days," she said.

"He's adopted," Thor clarified.

Banner, meanwhile, was focusing on Loki's portal. "Iridium," he mused. "What does he need the iridium for?" Iridium was a rare element, found only in meteorites. That was what Loki had Hawkeye steal at the gala in Germany.

Suddenly, Tony Stark walked in, talking to Coulson. "It's a stabilizing agent," he said. "Means the portal won't collapse in on itself, like it did with SHIELD." Tony patted Thor's arm as he sauntered past. "No hard feelings, Point Break," he said. "You got a mean swing."

Danny suddenly looked like a light-bulb went on over his head. "Oh," he said. "Like my parent's Ghost Portal! They had trouble keeping it turned on, so they used a device called the ecto-filtrator to keep it open by filtering out negative ecto-plasmic radiation!"

Tony looked impressed. "See? Even the teenager knows the deal. Honestly, I'm a little disappointed in the rest of you," he said. "Also," he continued, getting back to the iridium subject. "It means the portal can open as wide, and stay open as long as Loki wants."

Walking around the bridge, Tony said, "Raise the top sails." He then pointed at an agent in the corner. "That man is playing Galaga," he said. "Thought we wouldn't notice. But we did." He then walked to Fury's command consoles. Tony put a hand over his left eye. "How does Fury even see these things?" he asked Agent Maria Hill.

"He turns," she explained, her tone not concealing the mild contempt she held for Stark's nonchalant attitude.

"Sounds exhausting," Tony commented. No one notice the small device he planted underneath the console as he turned away.

Snapping his fingers casually, Tony then went back to the matter at hand. "The rest of the raw materials, Agent Barton can get pretty easily," he said. "Only major component he still needs is a power source. A high-energy density, something to kick start the cube."

"When did you become an expert on thermonuclear astrophysics?" asked Agent Hill.

"Last night," explained Tony. "The packet, Selvig's notes, the Extraction Theory papers. Am I the only one who did his homework?"

"Does Loki need a particular power source?" asked Danny. He was worried Loki might try and go after his family and their tech. He was also getting bored. It was like sitting in school. He could see Steve and Thor felt similarly.

"He'd need to heat the cube to a hundred and twenty million Kelvin just to break through the Coulumb barrier," said Banner.

"Unless," Tony continued Banner's line of thought. "Selvig has found how to stabilize the quantum tunneling effect."

Banner nodded, "Well, if he could do that, he could achieve Heavy Ion Fusion at any reactor on the planet."

Tony spread his arms, excitedly. "Finally," he said. "Someone who speaks english!"

Steve looked at the others. "Is that what just happened?"

Tony and Bruce shook hands. "It's good to meet you, Dr Banner," he said. "Your work on anti-electron collision is unparalleled. And I'm a huge fan of how you lose control, and turn into a big green rage-monster."

Banner looked awkward. "Thanks."

Nick Fury then walked in. "Dr Banner is only here to track the cube," he stated. "I was hoping you might join him."

Let's start with that stick of his," Steve suggested. "It may be magical, but it works an awful lot like a Hydra weapon."

Fury shrugged. "I don't know about that," he said. "But I'd like Danny to look at it, too. He has experience with magical artifacts. It also may be powered by the cube. And I'd like to know how Loki used it to turn two of the sharpest people I've ever known into his personal flying monkeys."

Thor looked startled at this. "Monkeys?" he asked. "I do not understand."

Steve snapped his fingers. "I do! I understood that reference."

* * *

Shortly, down in Banner's lab, Danny and Bruce were taking a closer look at Loki's staff. Tony was just sitting on the table, munching on blueberries. Danny held the staff in his hands, feeling it's weight, and the power humming off it. "Hmm," Danny said. "I can feel the power this thing is giving off. Not as much as the Reality Gauntlet, or the Infi-Map, mind you, but it's still a lot."

Bruce was scanning it with some SHIELD tech. "You know," Bruce said. "I'd like to hear about those things, sometime. Maybe go visit your parents sometime and see their inventions."

"Sure," Danny said. "I've got some Fenton tech with me."

Bruce chuckled. "And here I only packed a toothbrush," he joked.

Tony walked over. "Forget the high school reunions," he said. "You guys should come over to Stark Tower. Top ten floors, all R&amp;D. Plus, Pepper, my girlfriend/secretary/co-owner of Stark Industries, has a Danny Phantom t-shirt. And she will probably kill me if she knows I told anyone."

"Ew," Danny said. "You two haven't, you know, 'gotten it on' while she was wearing it, have you?"

Tony looked uncomfortable and awkward. "No comment," he said, slowly.

"Okay," Danny said. "I'm going up to the bridge before I puke!" With that, Danny flew to the ceiling and phased through.

Bruce chuckled. "Thanks for the invite," he said. "But last time I was in New York, I sorta... broke Harlem."

Tony rolled his eyes. "Well," he said. "I promise a stress-free environment. No tension, no surprises." With that, he poked Bruce with a small pen-like device.

"OW!" Bruce yelped.

Tony stared at Bruce intently. "Nothing?"

"Are you insane?" Steve asked, as he walked in. He did not want the Hulk lose on the Helicarrier.

Tony just shrugged. "Jury's still out," he commented. He looked back to Bruce. "You really have a lid on it, don't you? What's your secret? Mellow jazz? Bongo drums? Huge bag of weed?"

* * *

Danny phased through the floor of the bridge, and noticed Natasha was gone, as well as Rogers. He floated over to where Thor and Coulson were talking, quietly. "As soon as Loki took the doctor, we moved Jane Foster," Coulson was saying to Thor. Jane Foster was a woman Thor had fallen in love with during his time in New Mexico. He clearly still held feelings for her.

"We've got an excellent observatory in Traunsee," the agent continued. "She was asked to consult there very suddenly. Handsome fee, private plane, very remote. She'll be safe."

Thor nodded, pleased. "Thank you," he said. "It's no accident, Loki taking Selvig. I dread what he has planned for him once he is done. Erik is a good man."

"He talks about you a lot," Coulson mentioned. "You changed his life. You changed everything around here." Danny hoped his own family was safe. But at least his sister/clone, Danielle, would keep them and Amity Park safe while he was gone.

"Things were better as they were," Thor said, sadly. "On Agard, we pretend we are more advanced, but we... we come here battling like Bilchsteim."

"Like what?" asked Coulson.

"Bilchsteim," Thor repeated. "You know; huge, scaly, big antlers. You don't have those?"

Danny and Coulson glanced at each other. "Nope," they both said in unison. "Don't think so."

Thor sighed. "They are repulsive," he said. "And they trample everything in their path."

Thor slowly paced, thinking back. "When I first came to Earth," he said. "Loki's rage followed me. And your people paid the price. And now again. In my youth, I courted war."

Danny put his hand on Thor's shoulder. "War hasn't started, yet," he said firmly. "I know we can stop it before it does. You know why? Because we, all of us together, can stop Loki, big guy."

Thor looked at Danny for a moment. "I wish I had your faith in our abilities," he said.

"You think you can make Loki tell us where the Tesseract is?" asked Fury.

Thor shook his head. "I do not know. Loki's mind is far afield; it's not just power he seeks, it's vengeance. Against me. There's no pain that would prise his need from him."

"Alot of guys think that," Fury said. "Until the pain starts."

Thor looked at Fury with a wary gaze. "What are you asking of me?"

Fury looked Thor dead in the eye. "I'm asking, what are you prepared to do?"

"Loki is a prisoner," reasoned Thor.

"Then why do I feel like he's the only one on this boat who wants to be here?" asked Fury.

* * *

Black Widow made her way to Loki's cell. After hearing Loki's conversations with Danny and Director Fury, she had a pretty good handle him. She stood observing him for a moment. Loki was pacing, and seemed caught off guard by her appearance. But only for a moment. "There's not many who can sneak up on me," he said coyly.

"But you figured I'd come," she said.

"After," Loki explained. "After whatever tortures Fury concocted, you would appear as a friend; as a balm. And I would cooperate."

Widow cut straight to the point. "I wanna know what you've done to Agent Barton."

Loki shrugged. "I'd say I've expanded his mind," he said.

"And once you've won," Natasha said. "Once you're king of the mountain, what happens to his mind?"

Loki smiled at this. "Is this love, Agent Romanoff?"

"Love is for children," she said icily. "I owe him a debt."

Loki gestured for her to continue. "Tell me," he said.

Widow sat down in the chair across from Loki's cell. "Before I joined SHIELD," she started. "I, uh... well, let's just say I made a name for myself. I have a very specific skill-set. I got on SHIELD's radar, in a bad way. Agent Barton was sent to kill me. He made a different call."

Loki smirked. "And what will you do if I vow to spare him?" he asked.

"Not let you out," she said, plainly.

"Ah, no," Loki replied. "But I like this. Your world in the balance, and you bargain for one man's life?"

Widow shrugged, appearing indifferent. "Regime's fall every day," she said. "I tend not to weep over that, I'm Russian. Or, I was."

"And what are you now?" Loki asked.

"It's really not that complicated," Widow replied. "I've got red in my ledger, I'd like to wipe it out."

"Can you?" Loki pressed. "Can you really wipe out that much red?" Loki began to slowly approach the glass wall of his cell, causing Widow to slowly rise from her chair. Loki slunk like a cat, and it sent her on edge. "Drakoff's daughter? Sao Palo? The hospital fire?"

Loki's demeanor suddenly and swiftly changed as his voice changed into a seething hiss, like a blade laced with venom. Widow was slightly caught off guard by Loki's sudden shift in personality. "Barton told me everything," he growled. His cold eyes now were filled with anger, as he looked into Black Widow's eyes. "Your ledger is dripping. It's _gushing_ red, and you think saving a man no more virtuous than yourself will change anything? This is the basest sentimentality! A child at prayer. Pathetic!" Loki slammed his fist against the cell wall separating the two, causing Widow to jump back, slightly. "You lie and kill in the service of liars and killers."

Loki leered at Widow through the thick glass like a caged leopard waiting to pounce at it's prey. "I won't touch Barton," he promised, his voice oozing with unrepentant hatred. "Not until I make him kill you. Slowly, intimately, in every way he knows you fear. And then he'll wake just long enough to see his good work, and when he screams, _I'll split his skull_!"

Black Widow's face was filled with shock and she turned away in horror. "You're a monster," she whimpered.

Loki chuckled, enjoying her reaction. "Oh, no," he assured her. "You brought the monster."

Suddenly Widow turned around, showing zero evidence of weeping. If anything, her expression and demeanor had reverted back to it's original cold appearance. "So," she said. "Banner? That's your play?"

Loki was taken aback. "Wait, what?" he asked.

Widow had already headed for the door. Speaking into her earpiece, she told Fury, "Loki means to unleash the Hulk. Keep Banner in his lab. I'm on my way." She then turned to Loki, smirking. "Thank you," she said. "For your cooperation."

Loki looked on, speechless. Black Widow had played him like a fiddle.

* * *

Danny phased through the ceiling of Banner and Stark's lab. Fury had told him and Thor about Widow's discovery of Loki's plan. The two scientists were deep in discussion about something on a screen. Stark said something about JARVIS, his A.I. assistant, hacking SHIELD's files. "How goes the search?" he asked calmly, not wanting to rile up Banner. If Loki wanted the Hulk on a rampage, the best defense was to keep the man calm.

"Fine," Banner commented. "Should have a hit anytime." Danny nodded, as Fury walked in, followed by Black Widow and Thor.

"What are you doing, Mr Stark?" Fury asked, irritated. He had obviously been alerted to Tony's hacking.

"Uh, kinda been wondering the same about you," Tony replied.

"Your supposed to be locating the Tesseract," Fury stated, as if talking to a child.

"We are," Banner said. "The model's locked in, as soon as we have a hit, we'll have the location to within a half mile."

"And," Tony added. "You'll get your cube back, no fuss, no muss. What is 'Phase 2'?"

Steve suddenly walked into the lab, placing two mean looking rifles on the table. One was black, with a blue Tesseract-like glow, the other was silvery-white, with a green glow that looked suspiciously like a ghost hunting weapon. "Phase 2 is where SHIELD uses the cube to make weapons," he said, angrily. "Sorry, Stark, your computer was running a little slow for my taste."

"Captain Rogers," Fury tried to explain. "We gathered everything on the Tesseract, that doesn't mean-"

Tony interrupted Fury with the screen monitor, filled with pictures and diagrams of various kinds of Tesseract powered missiles. "Sorry, Nick, were you lying?"

Steve crossed his arms, disgusted. "I was wrong, Fury," he said. "The world hasn't changed a bit."

Bruce looked at Natasha. "Did you know about this?" he asked her.

Natasha looked at Bruce, seeing everyone's tension rising. "You wanna think about removing yourself from this environment, doctor?" she asked him in return."

"I was in Calcutta," Bruce said. "I was pretty well removed."

Natasha decided to let him know about Loki's plan. "Loki's manipulating you," she said.

"And you've been doing what, exactly?" Bruce stated, growing agitated.

"You didn't come because I batted my eyelashes at you," she said, forcing herself to remain calm.

"Yeah," Banner said. "And I'm not leaving just because you get a little twitchy." Bruce pointed at the screen with the missiles on it. "I'd like to know why SHIELD is using the Tesseract to build weapons of mass destruction."

All eyes went to Fury, who sighed in frustration. "It's because of them," he said pointing at Thor and Danny. The pair glanced at each other, confused.

"Me?" Thor asked.

"Why us?" Danny asked.

"Last year," Fury explained. "Earth had a visitor from another planet, who had a grudge match that leveled a small town. And a year before that, another small city was invaded by an army of the dead. After those incidents, we learned that not only are we not alone, but we are hopelessly, hilariously out-gunned."

"My people want nothing but peace with yours," Thor stated.

"Yeah," said Danny. "And most ghosts are harmless! It's only the select few who cause trouble!"

Fury shook his head at the two. "But you aren't the only one's out there, are you?" he asked. "And you aren't the only threat. The world is quickly filling up with people who can't be matched or controlled."

Danny scoffed. "Like you controlled the cube?"

Thor crossed his arms. "Indeed. Your work with the Tesseract is what drew Loki and his allies here," he said. "It's a signal to all the realms that Earth is ready for a higher form of war."

Steve didn't like the sound of that. "A higher form?"

"Our hand was forced," Fury said. "We had to come up with something." '

Tony snorted, "A nuclear deterrent, 'cause that always cools everything right down."

Fury rounded on Stark, "And how did you make your fortune, again, Iron Man?"

"I'm sure if Stark was still making weapons, he'd be neck-deep in this," Steve added.

Tony was shocked. "Wait, hold on!" he stammered. "How did this suddenly become all about me?"

Steve rolled his eyes, "I'm sorry, isn't everything?"

Thor sighed, and whispered to Danny, "I thought humans were more evolved than this."

Before Danny could reply, Fury jumped right in. "Oh, I"m sorry, did we come to your planet and blow stuff up?"

Suddenly, the room erupted into an overlapping argument, leaving poor Danny in the middle. Stark and Rogers began shouting, loudly, while Fury, Widow, Thor and Banner argued back and forth. Danny did not like this! His team should be working together, not fighting like this! He was tempted on chilling the room so everyone could cool down, when he noticed Loki's staff started glowing brighter as the tension in the room filled. Suddenly, it clicked. The scepter feeds negative emotions! They were a ticking time bomb, as Banner had said!

"Uh, guys?" he tried to say. The arguing continued, Danny all but an after-thought. "Guys?" Danny tried again to get someone's attention, when Banner stepped back toward the table with the scepter on it.

"Yeah," Banner said. "This is a real team."

"Agent Romanoff," Fury said. "Would you escort Dr Banner back to his-"

Banner was quick to interject. "Where? You rented my room."

"The cell was just-" Fury tried to explain.

"In case you need to kill me, but you can't," Banner once again interrupted. "I know, I've tried." Banner looked around the room, an agitated look in his eye. "I got low. I didn't see an end, so I put a bullet in my mouth, and the other guy spat it out and went on a rampage. So I moved on, focused on helping other people. I was good, until you," he pointed at Natasha. "Dragged me back into this freak-show and put everyone here at risk. You wanna know my secret, Agent Romanoff? You wanna know how I stay calm?"

Everyone in the room was staring at Banner with suspicion. Fury and Widow unhooked their guns from their holsters. Danny slowly stepped between Banner and the group, hoping to defuse the situation before it got further out of hand. "Dr Banner," he said slowly. "You wanna put the scepter down?"

Bruce looked down in confusion. Loki's scepter had somehow... appeared in his hand. '_How did-' _Bruce thought.

Suddenly, Bruce and Tony's computer tracking the cube started beeping. Quickly setting the scepter back on the table, he rushed over to the monitor."Sorry, kids," he said. "Guess you won't get to see my trick, after all." All the previous tension was forgotten at the prospect of the cube being found.

"Have you located the Tesseract?" asked Thor.

However, Bruce had noticed something on the monitor. "Oh, my God," he whispered in fear.

Out of nowhere, a huge explosion rocked the Helicarrier, blowing the Avengers in different directions. Thor and Fury were blown out into the hallway, Natasha, Bruce and Danny were blown out of the window into the corridor below, and Steve and Tony were thrown hard into the corner of the lab. "Put on the suit," Steve said. "

Yep!" Tony replied.

* * *

Down below, in the corridor, Widow slowly regained her senses. She was instantly aware her leg was painfully trapped under some rubble. She vaguely was aware of alarms blaring. Through the haze of her vision, she looked around. She saw Phantom slowly sit up, rubbing his head. His ghostly healing allowed him to recover from the blast faster than her, but he was still dazed. She then saw Bruce hunched over on the floor, groaning, and shaking. At first, she thought he was injured. Then, however, she realized something far, far worse was happening. '_Oh, God,' _she thought.

"Doctor?" she asked shakily. "Bruce? You gotta fight it. This is just what Loki wants. We're gonna be okay. Listen to me." Bruce struggled against the transformation into the Hulk. Her words seemed to get through, some what. "I promise, I will get you out of this," she pressed. "Right? We'll walk out of this together, I swear, on my life-"

"Your life?!" Banner growled, in a voice no longer his own. He screamed in agony, before shooting her one last look of sorrow. '_I'm sorry,'_ his look seemed to say, as the Hulk took over.

Danny shook his head, the cobwebs finally clearing. Suddenly hearing an inhuman growl behind him, he jumped up and saw Banner growing bigger and greener! "Whoa!" Looking over, he saw Widow struggling against the rubble trapping her leg. Danny quickly ran over and turned her intagible, freeing her of the wreckage. They quickly flew down the corridor, hearing Hulk roaring behind them. Rounding a dark corner, Danny held onto her shoulder, turning them invisible, hoping the Incredible Hulk would lose their trail. "Well, crud," Danny whispered. "What now?" He wasn't sure how a fight with the Hulk would go. He wasn't sure he wanted to find out.


	4. Chapter 4

**Disclaimer: All rights go to the respective owners, Marvel and Nickelodeon. The author owns nothing; this is merely for fun, not money**

**CHAPTER 4: DIS-ASSEMBLED **

"Stark, I'm here", Captain America said over his com. He and Iron Man had rushed outside to repair the massive turbines that had been targeted in the initial attack on the Helicarrier. It was painfully obvious that Hawkeye was behind the attack. A stolen SHIELD Quinjet had approached the Helicarrier, and several explosive arrows were fired at the turbines, and the massive airship had been boarded by soldiers dressed as SHIELD assault troops.

"Good," Iron Man replied. "Let's see what we got." Iron Man was viewing the damaged rotors from the air, while Cap was his eyes and ears inside. With his expert eye, Iron Man quickly saw what needed to be done. "I gotta get this super conducting cooling system back online before I can access the rotors and work on dislodging the debris." He flew down to the platform where Cap was standing.

"I need you to get to that engine control panel," he pointed below them. "And tell me which relays are in the overload position." Cap nodded and jumped down to where the control box was located. He opened up the box, and was dumbfounded by the mess of lights, screens and wires inside. "What's it look like in there?"

"Uh...," Cap slowly said. "Well, it seems to run on some form electricity."

Iron Man sighed and rolled his eyes under his helmet. "Well," he said. "Your not wrong."

Cap took a closer look at the relays. "The relays are all still intact," he told Iron Man. "What's our next move?"

"Even if I clear the rotors," Iron Man said. "This thing won't re-engage without a jump. I'm gonna have to get in there and push."

Cap didn't like that plan. "Wait," he said. "If that thing gets up to speed, you'll be shredded!"

"Then stay in the control unit," Iron Man explained. "And reverse the polarity long enough to disengage the mag-"

"Speak english!" Cap yelled.

Iron Man sighed once again, this was like explaining something to a child for him. "See the red lever? It'll slow the turbine down long enough for me to get out."

* * *

Down below, in the depths of the ship, Danny Phantom and Black Widow were still hiding from the Hulk. Even though the brute could not see them, he could still sense they were nearby. Danny wanted to fly them to another deck, but Widow had warned him that there was no telling what they could fly into, and at least, with Hulk searching for them, he would be less inclined to turn his anger on someone else.

Danny was tempted to duplicate himself and get Widow out of danger, and handle Hulk himself. As long as he stayed intangible, Hulk couldn't touch him. If he could keep Hulk focused on him, and no-one else, the threat would be greatly reduced. Or, maybe, he could over-shadow Hulk, and force him to calm down! Yes! That might work! "Hey, Widow," Phantom whispered. "I might have a plan to calm him down!" He then thought he heard some-

Suddenly, without warning, the Hulk tore threw the wall behind them, hitting Danny with such force, he was thrown clear threw another bulk-head, rendering him unconscious. Widow was also thrown to the ground, clutching her side. Widow hissed in pain, she was definitely hurt. Badly. Thankfully, Phantom had sensed Hulk coming and pushed her down, taking the brunt of the impact. Unfortunately, he didn't have time to turn them intangible.

She looked up at the behemoth standing in front of her. Hulk snarled, and stalked toward them. She slowly crawled her way in between Hulk and Phantom, and pulled out one of her pistols. Not that that would do a whole hell of a lot.

Then Hulk was tackled through a wall by none other than the God of Thunder, Thor! Natasha sighed in a mixture of emotions, the most strong being relief, anguish, and worst of all, fear. Fear was an emotion completely foreign to her. Then again, almost being torn apart by a green, 10 foot killing machine was a completely foreign experience to her, as well. She trembled and grimaced, holding her side. Noticing she was bleeding, she thought, '_Oh, yes, this is not good.'_

* * *

It had been a long time since Thor had faced an opponent with such raw strength. He blocked a blow from Hulk with his bare hands, causing his legs to nearly give out underneath him. Thor groaned, "We are not your enemies, Banner! Try to think!" Hulk responded with a straight punch to Thor's face, sending him flying through several crates of flight equipment.

The Asgardian warrior slowly looked up, and wiped the blood dripping from his nose. Seeing this Hulk as a worthy opponent, Thor smirked, and raised his hand, calling his hammer, the mighty Mjolnir, to him. The only problem was that he left it in another part of the ship. It took several seconds before it came tearing through the bulk-head, and reached his hand just as Hulk reached him.

Thor gave the Hulk a huge uppercut with the hammer, sending the beast crashing into a nearby jet. Hulk was only momentarily stunned, and shook in pure anger at someone actually hitting him. He bellowed, and through the wing of a jet at Thor, who deftly dodged it, throwing his hammer in return.

Hulk attempted to catch it in mid-air, but the hammer crashed to the ground, taking the Gamma-Giant with it. Hulk snarled as he attempted to lift the object, but he couldn't! Hulk had never encountered something he could not lift before! Thor took advantage by colliding his knee with Hulk's skull. Picking up his hammer, he climbed on Hulk's back, attempting to choke him. Hulk's response was to leap straight up, sending them both threw the ceiling.

* * *

On the bride, Nick Fury, Maria Hill and the other agents were fighting to keep the enemy from getting through. Over the intercom, security were reporting the Hulk's location.

_'The Hulk and Thor are fighting on Research Level 4, tunnels 2 and 3 junction!'_

"Sir," Hill shouted over the gun fire. "The Hulk will tear this place apart!"

Fury fired off several more shots at the on-coming soldiers. "Get his attention," he ordered.

Fury continued to cover Hill, as she spoke over her com-link to one of the escort fighter jets flying along side the Helicarrier. "Escort 6-O, proceed to Wishbone, and engage hostile. Don't get too close!"

"_Copy that," _came the reply. The jet flew down below the ship, to the alcove window where Hulk was throwing Thor around like a rag doll. "Target engaged," the pilot announced, and proceeded to open fire on the Hulk. Thor flung himself out of the way to avoid being shot.

The Hulk barely blinked, as the bullets bounced off his thick hide. It only enraged him further. With one last roar, he launched himself out onto the jet. Hulk then began pounding the jet as it lost control. Luckily, the pilot ejected and parachuted to safety. Hulk barely noticed, and kept tearing the jet to pieces until it exploded, sending Hulk hurling and bellowing toward the ground below.

* * *

"Ooohhhhh," groaned Phantom. "My head..." Even in his worst battles, he had never, ever, been hit as hard as the Hulk had hit him. He slowly stumbled, more like crawled, through the wall he had been sent through. He looked around and saw Widow sitting up against the wall, pale, shivering and breathing shakily, and clearly not fully aware of her surroundings. "Natasha!" Danny ran over to her. He noticed she was clutching her side, and was bleeding.

Danny cringed at the sight of the wound. He didn't want anything to happen to her, or any of his new allies. If he didn't do something, fast, she would surely die. The two had formed a bond of sorts, though neither were fully aware of it. Both had grown up fighting in a harsh world, albeit, under very different circumstances. Natasha Romanoff had been kidnapped as a child by the Soviet program, the Red Room, and trained to kill from an early age; Danny Fenton had been bullied most of his life, and was granted ghost powers via his parents wacky inventions, which he used to protect the world from evil ghosts and the occasional mad-man.

Danny closed his eyes, took a slow, deep breath, and focused all of his energy as he entered a meditation-like state, canceling all outside distractions. It was a little skill he had learned from Frostbite, a large, friendly yeti-like ghost, and leader of a tribe of ghosts called the Far Frozen, that Danny had befriended in his adventures. It was perfect for healing, and occasionally staying focused in class.

His hands and eyes began glowing in a soothing blue light, like they did when he used his ice powers. He slowly moved Widow's hands from her side, and placed his hands on her wound. Natasha groaned in pain at the sudden, intense cold. She weakly attempted to push Danny away. Danny didn't budge, realizing how bad off she was at the moment. From what he knew of her, he would have lost an eye and had a hole in his forehead by now if she was at her best.

Danny's healing power started taking effect, as the wound repaired itself in record time. Her natural coloring quickly returned. She gasped as the pain started to vanish, in turn causing the foggy haze in her mind to lift. Her sharpened, honed mind quickly recalled where she was, and what had happened. Finally satisfied that she was fully healed, albeit a bit shaken, he helped her back to her feet.

"What was that?" she questioned, grateful, but as always, suspicious.

"To be honest," Danny confessed. "I only learned how to do that not too long ago." He chuckled, nervously, and rubbed the back of his neck.

Widow stared at the young halfa for a moment, before putting her hand on his shoulder. "Thank you." Before Danny could, respond, another explosion went off outside, causing the whole ship to lurch over on it's side!

* * *

Outside, Iron Man and Captain America both cursed. They were still working on getting the damaged turbine going, when another had blown. Loki's boys were playing for keeps, as the Helicarrier could not stay airborne with only two working turbines. The pair could almost hear Fury cursing on the bridge without their com-links.

* * *

"_Phantom!", _yelled Fury over the com. "_Another turbine just blew! We are going down! We need someone else out there who can fly to help Stark!"_

"I'm on my way!" Danny yelled back. He gave one last nod to Widow, who had wedged herself into a corner when the ship lurched over, before flying out at top speed. Upon seeing the Helicarrier falling like a giant dead bird, he quickly knew what needed to be done, although he was not looking forward to it. Thankfully, the Helicarrier had moved back over the ocean."Fury," he said quickly. "I have a plan. Tell Iron Man to get that turbine he's working going!"

"Fine," came the reply. "But whatever you've got planned, get on it, NOW!"

With that, Danny flew underneath the Helicarrier, preparing for the task ahead. Phantom gripped the bottom of the massive flying air-craft carrier with his bare hands! He yelled as he literally took the entire craft's weight on his shoulders. He had never in his life attempted to lift so much, although he wasn't exactly lifting it so much as slowing it down.

Or, trying to, at least.

At first nothing happened, but slowly, very slowly, the Helicarrier began to slow it's fall, and righted itself. He was doing it! But they weren't out of the woods yet. Danny was putting all his power into this, and he was starting to run out. He wouldn't be able to keep it up for much longer.

* * *

As the Helicarrier righted itself, Fury spoke over the com. "_It's Barton, he took out our systems! Does anyone copy?" _

Black Widow, fully recovered, ran through the corridors. "This is Romanoff, I copy."

* * *

Thor finally made it to Loki's cell. Upon entering the chamber, he saw his dark brother exiting said-cell. Thor leaped to tackle him, but instead Loki vanished, and Thor landed on the ground of the cell, the door closing behind him. Loki cackled, already escaped. "Are you ever not going to fall for that?"

Thor growled, and swung his hammer at the cell wall, cracking it, causing the safeties to unlock beneath it. Loki suddenly got an awful idea. "The humans think us immortal," he said. "Shall we test that?"

As he moved toward the control console, Agent Phil Coulson appeared, holding a mean looking gun. More like a cannon. "Move away, please," he said. Loki slowly raised his hands, and stepped away. "You like this?" Coulson asked, calmly. "We started working on the prototype after you sent the Destroyer. Even I don't know what it does. You wanna find out?"

Before he could pull the trigger, the agent gasped in pain. He looked down, seeing the tip of Loki's scepter jutting from his chest! The Loki he had been threatening vanished; another duplicate! The true God of Mischief retracted the scepter from Coulson's back, causing the poor agent to slump down the wall.

"Nooooo!" yelled Thor in anguish.

Loki snickered, and walked over to the console. "Goodbye, brother," he sneered, pressing the button, causing Thor to plummet from the Helicarrier.

Below, the cell was quickly approaching the ground at top speed. With all his strength, Thor launched himself at the glass wall, swinging his hammer, at last breaking free from the metal death trap. Unfortunately, he was flung far off course, landing un-ceremoniously in a flowering field, alive, but lost.

* * *

"Your going to lose," came a weak voice.

Loki turned to the dying Phil Coulson. "Am I?" he asked.

"It's in your nature," Coulson whispered.

Loki snorted, "Your heroes are scattered, your floating fortress falls from the sky. Where is my disadvantage?"

Coulson took a deep breath, "You lack conviction.

" Loki had heard just about enough from the dying man. "I don't-"

BLAM! Coulson fired the weapon at Loki, sending him through the wall. "So," Coulson whispered. "That's what it does."

* * *

The brain-washed Agent Barton was making his way through the Helicarrier to the exit. He heard someone behind him. He spun around to attack, but his blow was blocked by none other than Black Widow! The two began exchanging strikes. The only difference between the two was that Widow was holding back, not wanting to kill her old partner. Hawkeye was playing for keeps. Under Loki's control, he would not hesitate to kill her.

Widow stepped up her game, twisting Barton's bow and quiver away from him. He immediately pulled out a wicked knife. Now it was Widow who was on the defensive, dodging his strikes. She tried to catch his arm, but Barton had hoped for this, tossing the knife to his other hand, bringing it to her throat. Before he stabbed her throat, Widow used her agility to swing her legs around Barton's shoulders, taking him down with a lucha libre-type move.

Before Hawkeye could stand, she slammed his forehead into the metal railing. Barton groaned in pain, dazed. He slowly looked up at Widow, the odd, blue-ish milky color fading from his eyes, leaving their natural color. As he started to stand, Widow slugged him square in the jaw, knocking him out.

* * *

Danny strained under the weight of the Helicarrier. "Fury," he forced out. "Tell Stark to hurry up! I can't... keep... this... up much longer!"

Fury acknowledged, "_Stark! You heard the ghost! Get the lead out!" _

Iron Man responded, "_I got it!"_

Iron Man rocketed out of the rotor just as it came back online! Danny felt the massive ship lift up, a major relief! He gasped and turned intagible, woozily flying through several decks, before collapsing. He felt himself change back into his human form. Before blacking out completely, he heard someone shout his name, "Danny!"

* * *

Loki was gone. He had escaped in the stolen Quinjet that attacked them with several of his soldiers, minus Barton. Fury wasn't as concerned with that as he was with his gravely injured friend in front of him. "Sorry, boss," Coulson said weakly, blood trickling out the corner of his mouth. "They-"

"Just stay awake," Fury said, crouching down to Coulson's level. "Eyes on me."

Coulson tried to look up at Fury, but couldn't focus. "No," he whispered. "I'm clocking out here."

Fury wouldn't have it. "Not an option," he ordered.

Coulson tried to smile, his eyes slowly closing. "It's okay, boss," he said. "This was never gonna work if they didn't have something to..."

Fury bowed his head as his old friend passed away. After a moment, over the intercom, Fury reported. "Coulson is down."

* * *

Across the ship, the other Avengers, who were still present and awake, listened closely. "_Understood," _Agent Hill replied. "_Medical team, report to-"_

Fury cut her off. "_It's too late," _he said over the intercom. _"They're here. They called it."_ Everyone lowered their heads at the sad news, knowing that the friendly Agent Phil Coulson was not the only casualty in the attack. Many other agents and soldiers were killed in the attack. But his loss was too personal. It was like a knife cutting through each of them. He had been the only real constant the Avengers had thus-far. He was more than an ally, or another agent. Phil Coulson was a friend.

* * *

**And so, the final part of the Avengers movie begins! I have a sequel in mind, but this story will continue after the final battle for a few chapters. I want to show the Avengers going up against some of Danny's enemies, and Danny encountering other Marvel characters. **

**As always, thank you all for the reviews!**


	5. Chapter 5

**Disclaimer: The author of this story does not own anything seen in this story. All characters and stories belong to their individual owners, Marvel and Nickelodeon. This story is for fun; not money.**

**Whew! I've been working hard on this! It was going to be much longer, but I split it into two chapters. The final part will be up tomorrow or the next day.**

* * *

**CHAPTER 5: AN OLD-FASHIONED NOTION**

The world was in a complete fog. A world of nothingness, yet entirety. Of exhaustion, yet rest. Of uncertainty, yet serenity. Like the world between sleep and alertness. He wanted to escape from this place, yet remain there, forever, without worry for anything, ever again._ 'Danny...'_ a voice seemed to say, from far away. _'Danny...' _the voice repeated, more urgently. It seemed to be getting closer. Danny? Was that his name? "Danny!"

Danny shot up with a yell. He quickly looked around, seeing he was on a medical bed. He almost panicked, until he saw who sat next to his bed. "Hey, easy," Steve Rogers said, still in his Captain America uniform, minus the mask. "You're alright."

Danny rubbed his shoulder as he swung his legs off the bed. "Oh, man," he groaned. "Remind me to never lift the Helicarrier again. Like, ever!"

Steve chuckled. "Danny," he said. "I want to apologize. I treated you like a kid, instead of a team-mate. I guess I had trouble getting used to the idea of a teenage hero. What you did out there, was what a real hero would do. I would have done the same thing, were I able. You saved a lot of people."

Danny was shocked that Captain America had just apologized to him. Shaking his head, he said, "No, it's alright. You had every right to think that way. I guess I'm used to it, by now."

Steve sighed. "That's another thing," he said. "Before the attack, when everyone was arguing, you were the only one who didn't let his ego get out of hand. Even when you learned SHIELD was making weapons to stop you if they had to, you kept your cool."

Danny shrugged. "It honestly didn't surprise me," he said. "The GIW has been making ghost weapons for years. Not good ones, mind you, but still. Heck! My parents make them on a regular basis! Before they knew my identity, they used to think I was evil! Heh, they even shot at me once, or twice! Not that I ever held it against them." Danny thought for a moment. "Well," he said, smirking."Not for long, anyway."

Danny noticed Steve looked more somber than usual. "What's wrong?" Danny asked.

Steve ran his fingers through his hair. "We lost quite a few people today," he said.

Danny nodded, sadly. He had expected this. "How many?" he asked. "Anyone on the team?"

Steve shook his head. "No," he said. "Not sure what happened with Thor and Banner, but they aren't on board. Also..." Danny gestured for him to continue. "Coulson's gone. Loki killed him."

Danny's eyes widened. This was like a blow to the gut. Danny gritted his teeth. "I'm gonna make Loki pay..." he growled.

Steve couldn't agree more. Loki was a menace. Someone had to bring him down. "Fury's called a meeting. You alright?"

"Yeah," Danny said, glumly. "I just need a few minutes to clear my head." Steve nodded slowly, leaving Danny alone with his thoughts.

* * *

Soon, on the bridge, Tony Stark, Steve Rogers, Danny Fenton and Natasha Romanoff were sitting around the damaged conference table on the bridge. All the SHIELD agents were scurrying around, whether on clean up duty, or active duty on the undamaged computer systems. Fury was standing in front of the remnants of his team of weary heroes.

"These were in Phil Coulson's jacket," Fury said showing them a bloody deck of Captain America cards. He looked right at Rogers. "Guess he never did get you to sign them." He tossed the cards on the table, causing a wet smack on the glass surface.

"We're dead in the air up here," Fury continued. "Our communications, location of the cube, Banner, Thor. I got nothing for you. Lost my one good eye," he said, referring to Coulson. "Maybe I had that coming."

No one said anything, looking anywhere but at Fury. "Yes," Fury said, finally. "We were going to build an arsenal with the Tesseract. I never put all my chips on that number, though, because I was playing something riskier. There was an idea, called the Avengers Initiative. This idea was to bring together a group of remarkable people, see if they could work together when we needed them to, to fight the battles that we never could. Phil Coulson died still believing in that idea, in heroes."

And with that, Stark stood up and left the room, not wanting to hear anymore. The others watched him go.

"Well," Fury said. "It's an old-fashioned notion."

* * *

Banner slowly sat up, covered in dirt and sweat, surrounded by rubble, and most surprisingly, naked. He looked around, confused. '_How did I get here? Last thing I remember was being on the Helicarrier.'_

"You fell out of the sky," said someone behind him.

Bruce looked behind him to see an older security guard, broom in hand. "Did I hurt anybody?" Bruce asked.

"Nobody around here to get hurt," the guard replied. "You did scare the hell outta some pigeons, though."

Bruce was relieved at that. "Lucky," he sighed.

The old guard shrugged. "Or just good aim. You were awake when you fell."

This surprised Bruce. "You saw?" he asked. "The whole thing," the guard said. "Right through the ceiling. Big, and green, and buck-ass nude. Here..." he tossed Bruce a pair of pants. "I didn't think those would fit, til you shrunk down to a regular size fella."

"Thanks," Bruce said, putting on the pants.

"Are you an alien?" the old man asked, suspicious.

"What?" Bruce asked, not used to being called that. Freak, sure. Monster, definitely. Alien? Never.

"From outer-space; an alien?" the old man repeated.

Bruce shook his head as he stood up. "No."

"Well, then, son," the old man said. "You've got one hell of a condition."

* * *

Danny sighed. He was in the remnants of Banner's lab. It was the only quiet place he could be alone. Things weren't looking good. He needed to make a couple calls. He dialed his home phone. Maybe his parents could give him some advice. After several rings, no one answered. He sighed again. This time, he dialed his older sister, Jazz's phone.

_"Hello? Danny, is that you?"_ came the concerned answer.

"Hey, Jazz," Danny said. "It's me."

"_Danny, are you alright? You sound like crap!" _Jazz replied, her voice carrying the tones of surprise and worry.

Danny rolled his eyes. "Well, gee," he said, annoyed. "Thanks, Jazz. That's a morale booster! Where are Mom and Dad?"

"_They are out running errands."_ Jazz said._ "They've been worried sick about you! We all have! What's been happening? When you left, we got a call from SHIELD, saying they needed your help to save the world!"_

"Yeah," Danny said. "That's putting it mildly. Jazz, it's not looking good. I need you to promise me you guys will be safe, if anything happens. Go into the Ghost Zone, if you have to, and find Frostbite or Pandora. And where's Danielle?"

"_She's out with Mom and Dad," _Jazz was sounding really upset at what Danny was saying. _"Danny, if it's that bad, maybe you should come home!"_

"No, Jazz," Danny sighed. "I can't do that. The Earth is in danger of being invaded by aliens! Don't ask! But, even if it means I go down fighting all alone, I can't let the world be destroyed! You know about my obsession better than almost anyone; I can't sit by and let everyone die. I have to do this."

Jazz sounded like she was keeping back tears. _"I know, little brother. I know. Just, promise me you'll come back home in one piece! The world might need Danny Phantom, but we need Danny Fenton even more!"_

"I promise," Danny said. "Love you, Jazz." With that, he hung up, and dialed Tucker's number.

_"Hello? Danny? Dude! Where are you? It's like you just vanished, and not like you normally do!" _Tucker answered quickly.

Danny smiled at hearing his oldest friend's voice. "Hey, Tuck," he said. "I'm alright, just caught up in the usual stuff. You know, crazy fruitloops, Earth about to be invaded, civilization as we know it about to crumble, etc. Listen, though. In all seriousness, in case something happens, I need you-"

"_No way,"_ Tucker cut him off mid-sentence. _"Don't even go there, dude. I know what your about to say, so don't! I know you! You got this, dude. Whatever is going on, you got this. Just give your boy a holla if you need some tech-geek-genius back-up!"_

That made Danny chuckle. Tucker always knew how to cheer him up. "Thanks, Tuck," he said. "I really needed that."

"_Any time, bro. Anytime." _

After saying their goodbyes, Danny hung up and took a deep breath. This was going to be a difficult call to make. He dialed the number he had long since memorized. After a few rings, he was about to hang up, when suddenly, he heard the voice that always made his heart jump.

"_Hey, Danny!" _came the voice of Sam Manson; Danny's girlfriend, best friend, ultra-recyclo-vegetarian, and goth extraordinaire. _"You haven't answered any of my calls in forever! Are you okay? You better not have gotten lost in the Ghost Zone again, or, I swear, I'll-"_

"Whoa, easy, there," Danny said, laughing at Sam's concern. "It's nothing like that! And that only happened that one time! Anyway, I'm working with SHIELD to save the world from being destroyed!"

"_SHIELD?"_ Sam asked, puzzled. _"Your working with SHIELD? Have you met Black Widow?"_

"Yeah, I-" Danny stopped mid-sentence. "Wait, how do you know about Black Widow? She's like, the ultimate spy! No-one outside of SHIELD knows about her, except her enemies!"

Sam snorted. _"Please, I got a second cousin who works in SHIELD's main headquarters in D.C., he's very chatty. And, he should probably keep his mouth shut, now that I've told you."_

Danny couldn't answer for a moment. Sam never ceased to amaze him. "Uh-huh," he said. "Anyway, I have to tell you, Sam, things are looking pretty grim."

"_That's nothing new. We live in Amity Park, for crying out loud. We-" _

Danny cut her off. "No, I mean it. End of everything-bad. And if I don't make it back, I need you to know how much I love you, Sam."

"_I love you, too, Danny,"_ Sam replied without hesitating._ "But you've faced worse than this! Whatever 'this' is. You've kicked your own evil future's butt, for crying out loud! And you better come back to me, or I'll search every corner of the Ghost Zone, and beyond to find you. I believe in you, Danny. No matter what, I will always believe in you. And I'll be right here, waiting for you. So go save the world. I know you can do it!"_

"Thanks, Sam," Danny said, feeling a little better. "I knew I could count on you."

* * *

Clint Barton shook his head, sweating, and confused. He was not thinking clearly, not thinking seeing clearly. He was aware he was strapped down. But he was starting to come back to reality. Finally, his vision cleared, the remnants of Loki's control finally slipping away, like a veil dragging across his mind.

"Clint," Natasha said, seeing he was shaking off the scepter's effects. "You're going to be alright."

Breathing heavily, Clint looked at her and asked, "Do you know that? Is that what you know?" He sat up as Natasha removed the restraints. "I got... I gotta go in," he said. "I gotta flush Loki out, fully."

Natasha shook her head. "We don't have that long," she told him, sitting down next to her old partner. "It's gonna take some time."

Clint looked at her straight in the eye, wanting answers. "Why am I back? How did you get Loki out?"

"Cognitive recalibration," she said, honestly. "I hit you, really hard, in the head."

Clint nodded. "Thanks." Clint looked thoughtful, and still uncomfortable, for several minutes, before asking, "Nat, how many agents did I-"

Natasha cut him off, refusing to let him think that way. "Don't," she ordered. "Don't do that to yourself, Clint. This is Loki. This is monsters, ghosts and magic, and nothing we were ever trained for."

Clint scowled. "Loki," he growled. "He got away?"

Natasha nodded. "I don't suppose you know where."

Clint shrugged. "I didn't ask. Didn't need to know. He's gonna make his play soon, though. Today."

Natasha sighed. "Then we've got to stop him."

Clint snorted at that. "Who's we?"

Natasha looked down to the floor. "Whoever is left."

Clint got an idea. "Well," he said. "I suppose if I put an arrow through Loki's eye socket, I'd sleep better, I suppose."

Natasha smirked. "Now you sound like you."

"But you don't," Clint replied. "Nat, your a spy, not a soldier. Now you want a war. Why? What did Loki do to you?"

Natasha took a deep breath. "Nothing. I've been compromised. I got red in my ledger; I'd like to wipe it out."

"Have you ever had someone take out your brain and play?" Clint asked, his thoughts going back to Loki. "Pull you out, and put someone else in? Do you know what it's like to be unmade?"

Natasha frowned at him, not liking this line of thought. "You know I do."

"So do I," came a surprising reply. Danny leaned in the door way. The two agents looked at Danny in surprise. "This isn't my first fight with a nut wielding a creepy staff." Danny ran his fingers through his messy hair. "A couple years ago," he continued. "An insane ring-master called Freakshow came to Amity Park with his circus. He had this old staff that could control ghosts. I took one look at that, and I wasn't me, anymore. I was a slave to him. He made me commit crimes, like stealing from banks and stuff. Yet, I could see everything as it happened. It was like a nightmare! I even almost killed my best friend, but I managed to break free, with her help. I destroyed the staff, and just like that, I was back to myself, and Freakshow went to prison."

Danny then shrugged, and chuckled. "Well, that's the short version, anyway."

Clint was surprised to see the kid here; he thought Fury wouldn't have the guts to call in a kid for help. But he nodded to Danny, grateful he had someone who could relate to what he was going through.

* * *

Steve and Tony were in the room where Coulson was killed, Tony was staring at the blood stain still on the wall. "Is this the first time you've lost a soldier?" Steve asked Tony. They had been arguing about Coulson's decision to face Loki alone.

Tony rounded on Steve. "We are not soldiers," Tony said, icily. "I'm not marching to Fury's fife."

"Neither am I," Steve said. "Fury has the same blood on his hands Loki does, but we gotta put that behind us and get this done. Loki needs a power source, if we can put together a list..."

"He made this personal," Tony muttered. Steve shook his head.

The soldier in him refused to see things like that. "That's not the point," he said.

Tony wouldn't listen. He felt he was on to something. "No," he said. "It is the point! He hit us right where we live. Why?"

"To tear us apart," Steve suggested.

Tony held up his finger. "He had to let his ego take a hit and let himself get captured," he said. "But he knows he has to take us out to win, right? That's what he wants. He wants to beat us, and be seen doing it. He wants an audience."

Steve grimaced. "Yeah," he said. "I caught his act in Germany."

Tony nodded, "Yeah, that was just the previews, this is... this is opening night. And, Loki's a full-tilt diva. He want's flowers, he wants a parade, he wants a monument built to the skies in his image with his name on it..." Suddenly, it clicked for the two heroes. Loki wanted to use stark Tower, and the Arc Reactor powering it. "Son of a bitch," Tony shouted, running out of the room.

* * *

Back in the med room, Danny and Clint were sharing stories and witty jokes. Natasha just observed. She was glad to see Clint acting like he used to. Kinda childish, with a grown up charm. She could see Clint was still on edge, and very tense, but he was starting to relax.

"Time to go." The three looked to see Captain America standing in the doorway.

"Go where?" asked Natasha.

"I'll tell you on the way," Cap replied. He looked like he had found a new purpose, and was on a mission. He glanced at Clint. "You got a suit?"

Clint nodded in reply. "Then suit up," Cap ordered.

Danny grinned, "Going Ghost!" Two glowing white rings ran up and down his body, as he turned into Phantom, making Clint jump at the sudden change.

* * *

The four Avengers strode into the hanger bay, towards a Quinjet. As the walked up the ramp, a young, frazzled SHIELD agent tried to stop them. "You guys aren't authorized to-"

Cap cut him off with a raised finger. "Son," he said. "Just don't."

* * *

On the bridge, Nick Fury was standing by the large windows, quietly shuffling Coulson's Captain America cards. "Sir?" Maria Hill approached Fury, a question on her mind for sometime. Fury glanced at her out of the corner of his eye. "Those cards," she said, uncertainly. "They were in Coulson's locker, not his jacket. He never carried them on his person. He was always worried something would happen to them."

Fury shrugged, still looking out the window. "They needed the push," he said. Outside, Iron Man flew past the window towards New York, the Quinjet carrying the other Avengers close behind. Fury smiled. "And it looks like they found it." He turned back to the bridge, all business. "Get our communications back online whatever you have to do. I want eyes on everything."

Agent Hill nodded, glad for them to be back in action. "Yes, sir."

* * *

**Thank you all for your awesome reviews! I love your feedback! Sorry for not updating sooner! But preparing to move across the country tends to take up most of one's time. Next chapter will be pure, awesome, but-kicking action! It may also be the final chapter. I've got a sequel planned, but I have a couple other stories I want to do first. Also, I need a little break from writing Avengers! But the sequel will be very exciting! I just need to plan it out a little better first.**


	6. Chapter 6

**Disclaimer: The author of this story owns nothing in this story. All rights go to the respective owners: Marvel and Nickelodeon. This story is for fun, not money.**

**And here it is! the long awaited conclusion! I hope you enjoy the action!**

* * *

**Chapter 6: There is only the War**

Iron Man was the first to reach New York, but his suit was badly damaged; his repulsars stuttering and smoking. Wasting no time, he arrived at Stark Tower. He flew to the roof and saw a very disheveled Dr Erik Selvig, standing at a computer hooked up to a device holding the Tesseract. Surrounding the Tesseract was what appeared to be a force field of some kind.

"Shut it down, Dr Selvig," Iron Man ordered.

Selvig looked up and smiled, clearly excited about something. "It's too late," he said. "It can't stop! He wants to show us something, a new universe!"

"Uh-huh," Iron Man replied. "Okay." With that, he shot a repulsar beam at the device, but it bounced off, deflected by the force field. Suddenly, the device shot a beam of pure energy into the sky, opening a portal-like hole into space.

"_Sir," _said JARVIS, Tony's personal AI. _"The barrier is pure energy. It's unbreachable."_

Under his helmet, Tony scowled. He looked down and saw Loki standing on the balcony below. He slowly landed on the other side of the balcony, having JARVIS remove his armor. Tony didn't break stride, walking down the steps, Loki mirroring him as they walked into Tony's lush penthouse.

"Tell me your going to appeal to my humanity," said Loki, wearing his usual smirk.

"Uh, actually," Tony clarified, walking down to his bar. "I'm here to threaten you."

Loki snorted and rolled his eyes at the playboy. "You should have left your armor on for that."

Tony shrugged. "It's seen a bit of mileage, and you've got your glow-stick of destiny." Tony gestured to the bar. "You want a drink?"

Loki narrowed his eyes at Stark. "Stalling me won't change anything."

"No, no, no," Tony remarked. "Threatening. You sure you don't want a drink? 'Cause I want one." With that, he started looking through his assorted alcoholic beverages, picking up a glass.

Loki turned to glance out the window. "The Chitauri are coming," he mused. "What have I to fear?"

"The Avengers," Tony announced. Loki looked back at Stark, a confused. Tony shrugged and rolled his eyes. "It's what we call ourselves," he said. "Sort of like a team. 'Earth's Mightiest Heroes' type of thing."

Loki had a bored expression on his face. "Yes, I've met them."

"Yeah, takes us a while to get any traction, I'll give you that," Tony admitted. "But let's do a head count here, your brother, the demi-god; the super-soldier, a living legend who kinda lives up to the legend; a man with breathe-taking anger management issues; a couple of master assassins; a ghost kid, who saved the world twice on his own and isn't even old enough to go into a bar yet; and _you,_" Tony pointed at Loki. "Have managed to piss off every single one of them."

Loki rolled his eyes and turned his gaze out the window. While he was distracted, Tony put on his Iron Man Armor Homing Bracelets, which he kept hidden in the bar. "That was the plan," Loki remarked.

Tony took a long drink from his glass, before replying, "Not a great plan."

Loki took this as a challenge. "I have an army," he said.

"We have a Hulk," Tony countered.

Loki laughed at this. "I thought the beast had wandered off," he stated.

"You're missing the point," Tony said, walking out from behind the bar. "There is no throne; there is no version of this where you come out on top. So, maybe your army comes, and maybe it's too much for us, but it's all on you. Because if we can't protect the Earth, you can be damn-well sure we'll avenge it."

Loki had had enough of this fool. He slowly walked up to Stark, murderous intent gleaming in his eyes. "How will your friends stop me," he growled. "If they're so busy fighting you?" He placed the tip of his scepter on Tony's chest, making a clinking sound as it touched the Arc Reactor in his chest. Tony flinched, bracing for the worst. But nothing happened! Confused, Loki tried again, with the same result.

"This usually works," Loki stated, taken aback.

Tony shrugged, relieved. "Well," he said. "Performance issues; not uncommon. One out of five-"

Loki grabbed Tony by the throat and tossed him toward the window. Tony coughed, "JARVIS, anytime now..."

As he stood, Loki grabbed him by the throat again and growled at Tony. "You will all fall before me!" With that, he threw Tony out the window, towards the unforgiving concrete below.

Behind Loki, the elevator exploded as a new Iron Man armor flew out after Tony, his homing bracelets calling to them. The armor assembled itself around Tony, just before he slammed into the people walking below. He rocketed back up to Loki. "There's one other guy you pissed off," Iron Man said. "His name is Phil." Iron Man then blasted Loki off his feet.

Suddenly, the gateway above the city opened up fully, and an army of alien Chitauri warriors began to pour out. They were riding on skiff-type hovercraft at high speed. "Oh, right," he muttered to himself. "Army." He flew straight up towards the mass of aliens, opening fire with repulsars and missiles, taking out a good deal of them, but hardly making a dent in the on-coming invasion.

On the street below, onlookers saw or heard the explosions above them, and began fleeing in terror as the invaders opened fire on the streets and buildings. The Chitauri gave no quarter, heartlessly mowing down the civilians below. The war had begun.

* * *

On the balcony of Stark Tower, Loki looked around, as his army began to raze the city of New York. A few feet away, Thor landed, finally finding his way to the city. "Loki," Thor shouted. "Turn off the Tesseract, or I'll destroy it!"

Loki sneered at his brother pointing his staff at him. "There is no stopping it. There is only the war!"

Thor raised his hammer. "So be it," he said.

Loki leaped down, attempting to stab Thor, but he was blocked by his mighty hammer. Thor swung at Loki, but he ducked and swung his scepter around and attempted to blast Thor, but the Thunderer barely raised Mjolnir in time. The two swung their weapons causing them to clash, but Thor's hammer had greater weight, forcing Loki's staff to point away, blasting off the 'R' and 'K' of the Star Tower sign.

* * *

The Quinjet carrying Captain America, Black Widow, Hawkeye and Danny Phantom had just arrived in the city. "Stark," Widow said over the radio. "We're on your three, heading northeast."

Iron Man's voice came over the comlink. "_What," _he said. _"Did you stop at the drive-through? Swing up Park, I'm gonna lay them out for you!"_ Widow activated the Quinjet's gattling gun, blasting away the aliens on Iron Man's tail.

_"Sir," _said JARVIS. _"We have more in-coming." _

Iron Man looked around. "Fine, he said. "Let's keep 'em occupied." He flew off to confront the on-coming threat.

The Quinjet flew up to the balcony of Stark Tower, where Thor and Loki continued to exchange blows. "Nat," Hawkeye said from the co-pilot's seat.

Widow looked out the window at the warring brothers. "I see them," she confirmed. She swung the jet around, opening fire on Loki, who dodged the fire and blasted away the wing of the Avenger's jet, causing it to plummet to the ground.

Inside the flaming aircraft, Cap and Danny were holding on for dear life, while Widow and Hawkeye strained to keep the hunk of metal steady. They tried to guide it as best the could, deftly missing buildings, before slamming it into the pavement. Upon impact, they all unbuckled and rushed out the exit. "We gotta get back up there," Cap ordered, pointing to Stark Tower. All around them, Chitauri were still shooting at the city. But not as many seemed to be coming out of the portal. "Danny, can you-"

Before Cap could finish his sentence, a loud, and awful groan bellowed from the portal. The four heroes looked up to see a large, heavily-armored, Leviathan the size of a building fly out of the hole in the sky. The Avengers looked up, slack-jawed at the behemoth as it passed by over head, occasionally shooting out ground troops at the sides of buildings.

Captain America was the first to regain his senses. These things were like nothing he had dealt with before, but as he observed them, he noticed they were using military tactics, despite their advanced technology. _"Okay,"_ he thought. _"I can work with that."_

Even Danny was floored, and he dealt with ghosts on a regular basis! "Whoa," he muttered.

"Stark," Cap said. "You seeing this?"

Iron Man was tailing the creature. "Seeing," he confirmed. "Still working on believing. Has Banner showed up yet?"

There was a brief pause. _"Banner?"_ questioned Cap.

"Just keep me posted," Iron Man replied. He flew along side the worm creature. "JARVIS, find me a soft spot."

* * *

Thor grabbed Loki. "Look at this!" he shouted. "Look around you! You think this madness will end with your rule!?"

Loki looked at his brother, wide-eyed, as if in fear. "It's too late," he stated. "It's too late to stop it."

For a moment, Thor thought Loki had regained his senses, and he felt hope. "No," he encouraged his fallen brother. "We can. _Together._"

Loki looked into his brothers eyes with the same hope, but only before that sick smile returned. Loki quickly stabbed Thor in the side with a small blade. Thor grunted, clutching his side, dropping his hammer and falling to one knee. "Sentiment," spat Loki.

Suddenly, Thor grabbed Loki by his horned helmet, pressing him above his head and slamming him down. Loki then rolled off the side of the balcony, grabbing an alien skiff as it passed by, several others forming up behind their leader. Thor only watched, disgusted at Loki's cowardice, as he pulled the blade from his side.

* * *

Down on the ground, Cap, Widow, Hawkeye and Phantom were taking cover behind an empty taxi, quickly trying to formulate a plan. Danny offered to fly them up to the top of the building, but Cap said no, they would be too exposed for too long. Plus, no one was certain if the Chitauri weapons would effect Danny if he went intangible.

"Phantom," Cap said. "You're the only one of us who can fly. I want you in the air, helping Stark. We gotta thin the herd."

Danny nodded, itching for action. "That suits me just fine," he grinned. He flew off after a squad of Chitauri skiffs.

"Cap," Hawkeye said. "We got civilians pinned down there."

Cap looked down the bridge at people running for their lives. Suddenly, Loki and his troops flew over head, firing at the fleeing people. "Loki..." Cap growled. He looked over at Barton. "Think you can hold them off?" he asked.

"Captain," Hawkeye replied, pulling out a new arrow. "It would be my genuine pleasure." He fired the arrow at an alien, hitting it square in the head. The arrow exploded in a 360 pattern, taking out the other nearby aliens. Black Widow also opened fire with her pistols, every shot finding it's mark.

Cap jumped over the side of the bridge, his enhanced agility and strength letting him deftly leap off an exploding bus, as he headed towards a group of police officers. Meanwhile, Hawkeye was evacuating another bus while Widow provided cover. With the last civilian safely off the bus, he joined Widow in taking out the Chitauri. "This reminds me of Budapest all over again," Widow commented.

Hawkeye glanced at Widow out of the corner of his eye. "You and I remember Budapest very differently," he replied.

* * *

Danny was grinning, now this was more like it! "Hey, ugly, gray and gruesome," he shouted as he few up beside another squad. "I think you guys are lost! I saw a plastic surgeon's office a few blocks back! You might wanna get that gross stuff on your face looked at!" The Chitauri snarled and fired at Danny, who simply dodged the shots

"Okay," he said. "I guess that's a sensitive subject! If you don't want to see a doctor, I might be able to help!" He blasted the aliens right in the face with a glob of glowing ectoplasm. The Chitauri couldn't see and crashed, splattering into the concrete below. "See? Concrete works every time!"

Spotting another squad heading for him, Danny let his ice powers come to the surface "Oh," Danny said slowly, smiling. "Yeah." As the aliens approached, he let loose a blizzard that froze them in their tracks, before they could crash, Danny shattered them to pieces with a powerful punch. "Huh," Danny said. "Who knew fighting aliens could be so much fun?"

* * *

"Does the army know what's going on here?" asked a NYPD Sergeant. They were firing at the aliens as they flew above them. "

Do we?" a younger officer asked in return. Suddenly, a man wearing a Captain America costume jumped on top of a taxi.

"I need men in these buildings," he ordered, pointing at the buildings on either side of the street. "There are people inside that might run into the line of fire. You take them through the basements, or through the subway; just keep them off the streets. I need a perimeter as far back as 39th."

"Why the hell should we take orders from you?" questioned the Sergeant. Two Chitauri then attacked, but were quickly subdued by the man with the shield. Realizing this guy meant business, the Sergeant turned back to his men. "I need men in these buildings," he ordered. "Lead the people inside down and away from the streets..."

* * *

Iron Man shot an intense laser beam at the hide of the flying Leviathan. No effect. Iron Man sighed. Nothing was working! "_Sir,"_ JARVIS said. _"The creature's armor is comprised of unknown metals. Nothing in your current arsenal can penetrate it." _Not something Tony wanted to hear from his A.I.

"Tell me something I don't know," he muttered. He flew by the Leviathan's face, firing off several flares. The Leviathan bellowed, and turned it's attention to Iron Man. "Uh, oh," he said. "Well, we got it's attention. What the hell is step two!?" He flew away, the Leviathan on his heels. Despite it's size, it maneuverability was impressive, following Iron Man with ease.

* * *

Hawkeye managed to trip up a Chitauri soldier, before ramming an arrow through it's eye-socket. Black Widow jumped onto another soldiers shoulders, ramming her Widow Stinger gauntlets into it's neck, short circuiting it's central nervous system. She wrestled it's laser rifle away from it, and began blasting other soldiers with such ease, you would swear she had been wielding the alien rifle from birth.

Danny flew over head, seeing Cap, Widow and Hawkeye had re-grouped. He flew in for a landing. "Danny," Cap asked. What's the story upstairs?"

Danny shook his head. "Not good," he reported. "No matter how many I blast out of the sky, they just keep coming."

Thor landed nearby, out of breath. "The power surrounding the cube is impenetrable," he said.

_"Thor's right," _Iron Man said over the comlink. _"We gotta deal with these guys!" _

"How do we do this?" asked Widow.

"As a team," said Cap firmly.

Thor slammed his hammer into the palm of his hand. "I have unfinished business with Loki," he growled.

"Oh, yeah?" asked Hawkeye, fitting a new arrow. "Get in line."

"Save it," ordered Cap. "Loki's gonna keep this fight focused on us, and that's what we want. Without him, these things could run wild. We've got Stark up top, Phantom I need you to-" He stopped speaking at the sound of an old motorcycle riding up behind him. All eyes focused on the rider. It was Banner!

"So," Bruce said. "This all seems horrible."

Widow glared at him, slightly. "I've seen worse," she said.

Banner looked at her, ashamed. "Sorry," he said.

Widow's eyes softened, slightly. "No," she said. "We could use a little worse."

"Stark," Cap said. "We got him. Just like you said."

Iron Man replied over the comlink. _"Banner?" _he asked. "_Then tell him to suit up. I'm bringing the party to you." _Iron Man rocketed around the side of a building, the massive alien Leviathan close behind!

"I don't see how that's a party," Widow commented dryly.

Phantom chuckled, "Depends on your point of view."

Banner glanced back at his comrades, before walking forward. "Doctor Banner," Cap said. "Now might be a really good time for you to get angry."

"Well, that's my secret, Captain," Banner said. "I'm always angry." His eyes flashed green as he turned toward the on-coming threat. He suddenly turned back into the Hulk, slamming his massive fist into the face of the creature halting it dead in it's tracks.

The blow was so powerful, the creature's head collapsed in on itself, as it's tail flipped, it began to fall on top of the Avengers. "Hang on!" Iron Man shouted, as he shot a rocket, blowing the creature to pieces. Danny created a glowing green ecto-shield around everyone, protecting them from shrapnel as the remains of the creature fell off the bridge.

Hulk roared loudly, as Hawkeye readied his quiver with a new arrow. Thor raised his hammer, as Danny cracked his knuckles, his fists glowing green. Black Widow reloaded her pistols, as Captain America readied his shield. Iron Man landed, completing the circle of heroes. United against a common threat, that no single hero could stop, the Avengers had assembled! All over the city, the Chitauri snarled and shrieked at the sight of their large space-worm being destroyed. It was clear these things were the heavy hitters of their army.

Loki glared at his enemies. "Send the rest," he ordered. Suddenly, the rest of the Chitauri invading force poured out of the portal, including several more Leviathans.

Black Widow was the first to notice this. "Uh, guys," she said, drawing their attention to the sky.

"Call it, Captain," Iron Man said.

Cap only needed a split second to formulate a new plan, now that everyone was here. "Alright, listen up," he ordered. "Barton, I want you on that roof, eye's on everything. Call out patterns and strays. Stark, you got the perimeter. Anything gets more than three blocks out, you turn it back, or you turn it to ash."

"Wanna give me a lift?" Hawkeye asked Iron Man.

"Right," Iron Man confirmed. "Better clench up, Legolas." He grabbed Hawkeye by the shoulder, and blasted off.

"Thor," Cap said. "You gotta bottleneck that portal. You got the lightning, light the bastards up." Thor nodded and flew away.

"You and me," Cap said to Widow. "We keep the fighting here." He turned to Phantom. "Danny, you're gonna be our go between. I need you to give help to whoever needs it."

Danny nodded, "You got it!"

Cap then turned to Hulk, who was growling and shifting around form one foot to the other. "And Hulk," Cap said, raising his finger. "Smash." Hulk grinned, and leaped towards the nearest enemy soldier, crushing it, before quickly going after another.

* * *

Thor landed on top of the Chrysler building. Aiming his hammer, Mjolnir, at the portal, he summoned a massive lightning bolt, shooting it straight up. "Aaarraaggh!" Thor bellowed, as the lightning gained strength. The lightning blot rips through several of the Leviathan creatures, forcing them back through the portal, causing them to explode.

* * *

On the bridge of the Helicarrier, Nick Fury watched the chaos unfold on his view screen. Agent Hill walked up to him "Sir," she said. "The council is on." Fury got an 'oh, shit' look on his face, as he headed toward his private ready room.

* * *

Atop the rooftop, Hawkeye released a volley of arrows at the Chitauri, every one hitting their mark. Hell, he even aimed behind himself, and without even looking, released the arrow, exploding a rider on a skiff. He looked down several blocks and saw Phantom being tailed by several skiffs. "Stark, Phantom, you got a lot of strings sticking to your tails."

* * *

Danny Phantom was flying alongside Iron Man, the two together working great. The two heard Hawkeye over the radio. "Just trying to keep them off the streets," Danny replied.

"_Well," _Hawkeye said. _"They can't bank worth a damn. Find some tight corners."_

"Roger, that," Iron Man said. The two flying heroes flew through several tunnels, leading the alien invaders towards a wall. Danny grabbed Iron Man, turning them intangible, flying through the wall, forcing the invaders to ram head-first into the wall. They flew back into the open air, Danny letting Iron Man go.

"So, kid," Iron Man said, dodging several shots from more Chitauri. "This how it was when your town got invaded by dead guys?"

Danny shrugged, blasting some aliens."Eh, more or less. But these things have better aim."

Iron Man grinned under his helmet. "So, Hawkeye," he said. "Nice call. What else ya got for us?"

"_Well," _the archer replied via the radio. _"Thor's taking on squadron down on 6__th__, now." _

"And he didn't invite us," Iron Man said to Danny. "Can you believe that, kid?"

Danny snickered at Iron Man's antics. "Typical," he said.

* * *

In an office building, the people inside screamed in terror, as a Leviathan headed their way. They screamed, but another noise behind them drew their attention. Suddenly, the Hulk crashed through their floor, narrowly missing the people inside. The Gamma-Giant smashed through the wall, grabbing onto the creature's mouth. The Leviathan shook his head, trying to get rid of the Hulk. But Hulk refused to let go, forcing the beast to the ground.

* * *

Black Widow fired her new weapon, but was tackled off her feet by a Chitauri soldier. Tiresomely, she slit the aliens throat with a knife. She then hauled herself back to her feet, spinning around, aiming the alien gun, but saw it was Cap behind her. Sighing, she dropped the gun, slumping tiredly against an empty car.

"Captain," she said. "None of this is going to mean a damn thing if we don't shut down that portal."

Cap looked at her with the same tired look in his eyes. "Our biggest weapons couldn't touch it.," he said.

Black widow stood up, looking at the sky, as more skiffs flew over. "Maybe it's not about guns," she said.

"You wanna get up there," said Cap. "You'll need a ride."

Widow sighed, and rolled her eyes. "I got a ride," she said dryly. She backed up several feet, to give herself a running start.

Cap saw what she had in mind. He crouched down, angling his shield. "Are you sure about this?" he asked.

"Yeah," she said, unsure. "It'll be fun." She ran at Cap, jumping as Cap lifted his shield, throwing her into the air. She grabbed a Chitauri skiff as it flew by. Climbing onto it, she used her knife to cut the gunners linkage, sending him off the aircraft. She then jumped onto the back of the pilot. She drove her knives into it's back, rendering it under her control.

Several other skiffs formed behind her, intending to shoot her down. Before they could, Phantom blasted them away from her, she glanced behind her, nodding in thanks.

* * *

Iron Man flew down to assist Captain America, as the battle intensified. He blasted a repulsar beam at Cap's shield. The vibranium in the shield reflected the beam, sending it in multiple directions, taking down several Chitauri warriors.

* * *

Phantom was getting worn down, as were the other Avengers. He was cut and bleeding in several places from the fighting, but that did nothing to dampen his mood. He landed in a clearing in Central Park, where several large squads of Chitauri had gathered, preparing to execute a large group of terrified people. "Well, well," he said. "If I'd known there was a party in the Park, I would of brought a costume!" He glanced down at himself. "Oh, wait. Never mind."

Upon hearing Danny, the invaders raised their weapons at the people. "I don't think so," Phantom said threateningly. The civilians then vanished into thin air! The Chitauri looked around confused. Danny had duplicated himself several times, getting the people to safety while the aliens were distracted.

The soldiers then turned their weapons on Phantom, opening fire. "Whoa!" Danny exclaimed, turning intangible, the blasts passing harmlessly through him. "Nice try!" He took in a very deep breath, and unleashed a massive Ghostly Wail, blasting the invaders into nothing! It was so loud, it drowned out the rest of the battle, shattering several blocks-worth of windows. Danny had finally mastered this ability, so he wouldn't pass out, and change back into Fenton. Unfortunately, it was a one-off. If he used it more than once, he would pass out. He would have to go easy on his powers.

As the sound died down, he heard all of the other Avengers, except Hulk, shouting in the radio, _'WHAT THE HELL WAS THAT?!'_

Danny chuckled. "Oh," he said. "That was me! Don't worry, everything is fine!" After a moment of silence, the battle resumed across the city. Seeing some more squads flying ahead, he smiled. "Hello, misplaced aggression!"

* * *

Thor and Hulk were battling on top of a Leviathan. Hulk ripped a chunk of the creature's armor, stabbing it down into the creature's back. Thor raised his hammer and slammed it down with a final, terrible blow. The Leviathan crashed into the Museum of Natural History; dead. Thor and Hulk stood admiring their work. Hulk then punched Thor with his massive fist, sending him flying, leaving Hulk smirking.…...

Back on the Helicarrier, Fury was speaking to the World Security Council via hologram. "I recognize the council has made a decision," he said, irritated. "But given that it's a stupid-ass decision, I've elected to ignore it."

A council member spoke, "You're closer than any of our subs, you scramble that jet-"

Fury interrupted her, angry. "That is the island of Manhattan, Councilman. Until I'm certain my team can't hold it, I will not order a nuclear strike on a civilian population!"

"If we don't stop them now, we'll lose everything," another Councilman said.

"I launch that bird, we already have," Fury said. He had had enough, and cut the transmission.

* * *

Widow was still flying towards Stark Tower. She noticed several energy blasts from behind her. She glanced to see Loki flying his skiff, intent on shooting her down. "Oh, you," she muttered. Loki was chasing her in hot pursuit. They began flying at higher speed between buildings.

Hawkeye saw the spectacle from his roof-top perch."Nat," he asked. "What are you doing?"

Over her comlink, Widow replied, _"Uh... a little help, here?"_

Hawkeye aimed a new arrow at Loki. Smiling at getting some payback, he said, "I got him." He launched the arrow, which headed straight for Loki's eye. But, like a cat, without even looking, Loki grabbed the arrow out of the air! Loki then glanced back at Barton in amusement, when the arrow head exploded! It blew Loki clean off his skiff, back onto the balcony of Stark Tower. His little trip had come full-circle, it seems.

Widow flew up towards the roof of the tower. Not sure how to land the alien craft, Widow took a leap of faith, using her skill to leap off as it flew over the roof. Barely sticking the landing, she took a deep breath to collect herself.

* * *

Loki groaned as he stood up. _'Damn that archer,' _he thought. He then heard a loud bellow. Looking around, he saw a wall of green muscle headed straight for him! The Incredible Hulk rammed the God of Mischief through the window, the two landing inside Stark's penthouse. Hulk was about to charge, when Loki stood up and shouted, "ENOUGH!"

"You are, all of you, beneath me! I am a God, you dull creature," Loki spat. "And I will not be bullied by-" Before he could finish, Hulk grabbed him by the ankle, slamming him repeatedly back and forth on the granite floor! Hulk looked at Loki once more, before slamming him down one last time. Loki lay still in his crater, eyes wide, whimpering.

Hulk stomped away, glancing at the would-be king. "Puny god," Hulk muttered.

* * *

On the roof, Widow saw Selvig. He was slumped over on the ground, a bruise on his forehead. He had been knocked off his feet and struck his head during the battle. "Loki's scepter," he said weakly. The energy... The Tesseract can't fight; you can't defend against yourself."

Widow looked at the man in pity. He sounded like he was spouting non-sense. "It's not your fault," she tried to re-assure him. "You didn't know what you were doing."

Selvig stared at her for a moment. "Well," he said. "Actually, I think I did. I built in a fail safe to cut the power."

Widow nodded in understanding. "Loki's scepter."

Selvig nodded. "It might be able to close the portal." Selvig looked over the edge of the roof, seeing Loki's scepter on the balcony. "And I'm looking right at it."

Phantom flew up to the roof. "What's going on?"

Widow pointed at Loki's scepter down below. "We need that scepter to shut down the portal," she said.

"No problem," Phantom said, floating down to the balcony. He grabbed the staff and glanced inside the penthouse. He saw Loki laying in a crater in the floor, staring wide-eyed at the ceiling in shock. Danny chuckled. "See," Danny said. "That's what happens when you try to take over the world, like a jerk!" He flew back up to the roof and tossed Black Widow the scepter.

* * *

On the flight-deck of the Helicarrier, a pilot prepared to take off. Over the radio, a member of the World Security Council spoke to the pilot. _"Director Fury is no longer in charge. Command override, 7 Alpha 11." _The pilot confirmed the order. "7 Alpha 11, confirmed. Prepared for take off."

On the bridge, Maria Hill noticed the jet preparing to take off. "Sir, we have a bird in motion! Anyone on deck, we have a rogue bird! We need to shut it down! Repeat! It is not authorized to take off!" Fury ran like a bat out of Hell through the Helicarrier, running out onto the flight deck with a bazooka in hand. However, the jet roared off before he could do anything.

* * *

"_Stark,"_ Fury shouted at Iron Man via comlink. _"You hearing me? We got a missile headed straight for the city!"_

"How long?" Iron Man asked, startled.

"_Three minutes at best," _Fury replied.

Iron Man wasted no time. "JARVIS," he shouted. "Put everything we got into the thrusters!"

"_I already have, sir."_ Even JARVIS sounded concerned. Iron Man blasted off towards the direction of the jet. Unfortunately, the pilot had already launched the nuke. Iron Man changed course and flew after the missile.

* * *

Captain America and Thor were battling side-by-side. They through their weapons in unison, but as Cap turned around, an energy blast knocked him off his feet. Thor noticed this, and used Mjolnir to send a broken car flipping over and over, crushing the Chitauri. Cap staggered to his feet with Thor's help. "You ready for another bout?" Thor asked.

Cap glanced at Thor. "What," he asked, breathlessly. "You getting sleepy?"

* * *

Selvig was back at his laptop, clacking away, before nodding to Widow. She raised the scepter, and forced it through the barrier of energy. It was working! Phantom floated nearby, shooting down any Chitauri that tried to interfere. "I can close it," Widow said over her earpiece. "Can anybody copy?"

"_Do it!" _Cap shouted.

Iron Man had other ideas. _"No, wait!" _

Cap wasn't sure he heard his team mate right. "Stark, these things are still coming!"

Iron Man was gaining on the missile. "We got a nuke coming in, it's gonna blow in less than a minute," he said. "And I know just where to put it." Iron Man caught up to the missile, grabbing it from underneath. With a mighty effort, he pushed the nuke of course, steering it towards the portal.

"_Stark," _Cap said over the radio. "_You know that's a one-way trip, right?"_

Iron Man ignored him. JARVIS was counting down the seconds before the nuke blew. "Save it, JARVIS," Stark said. "Just leave up on my HUD."

"_Shall I dial Miss Potts, sir?" _JARVIS asked.

"Might as well," Tony said.

* * *

On a personal jet from New York to D.C., Virginia Pepper Potts was watching the invasion play out in horror on the TV screen. She never noticed her cell phone buzzing behind her.

* * *

Iron Man climbed higher in altitude, barely scraping past Stark Tower. Gaining speed, he flew through the portal, vanishing. On the bridge of the Helicarrier, every SHIELD agent cheered at the catastrophe having been avoided. Fury sighed, and relaxed in relief. He tried to raise Stark on the communicator, but got no response.

Inside the portal, Iron Man looked on in horror. He was in the vacuum of space, but his suit was pressurized. He would be fine, but only for a few minutes. What he saw shook him to the core. An armada of Chitauri warships, heading for Earth! He let the nuke go, as his armor joints began to freeze. As he passed out, the nuke collided with the ships, causing them to implode.

* * *

At that moment, every Chitauri soldier and Leviathan keeled over, convulsing before falling still. All the Avengers smiled, and looked up, waiting for Iron Man to fly back out of the portal. Still holding the scepter, Widow shifted nervously. Danny and Selvig were on edge, as well. "Come on, Stark," Widow whispered.

Captain America and Thor saw the supernova headed towards the portal. Cap sighed, and told Widow, "Close it."

Without hesitating, Widow touched the scepter to the Tesseract, shutting it down. The portal immediately began to shrink. Just before winking out, a small red and gold figure flew out. It was Iron Man! "Son of a gun," Cap said, relieved.

"Somethings not right," Phantom said. Iron Man looked limp, falling like a stone.

"He's not slowing down!" Thor exclaimed, swinging his hammer, preparing to take off. Danny similarly lifted off the ground, preparing to catch him. Then out of nowhere, Hulk leaped up and caught Iron Man in mid air. Sliding down the side of a building, Hulk jumped one last time, launching them both to the ground, flattening a car.

"Nice catch," Danny commented.

Hulk shoved Iron Man off him. Cap and Thor ran up to their fallen comrade. Thor ripped Iron Man's face plate off. Cap leaned over, not hearing any breathing. He looked at his chest, and saw Tony's arc-reactor was only dimly lit. Without warning, Hulk bellowed angrily, causing Stark to yelp in surprise, coming back to reality.

"What the hell," Tony stated, breathing hard. "What just happened? Please tell me nobody kissed me." Steve and Thor relaxed after seeing that Stark was okay.

Steve sighed. "We won," he said.

Tony just stared at him for a moment, not believing it. He then sighed and tried to sit up. "Alright, hey," he said. "Alright, good job guys. Let's just not come in tomorrow. Let's just take a day. Hey, have any of you guys had schwarma? There's a schwarma joint a few blocks from here. I don't know what it is, but I want to try it."

Steve glanced back at Stark Tower. "We're not finished yet," he said.

Tony looked at Steve blankly for a moment. "And then schwarma after," he said.

* * *

Loki was slowly, shakily clawing his way out of his crater in Stark's penthouse. He resembled a beaten to hell rag-doll, rather than the would-be king of Earth and Asgard. He took a few quivering breathes, when he sensed someone behind him. He turned around to see seven tired, dirty, and very angry Avengers standing behind him.

"If it's all the same," Loki said. "I'll have that drink now."

* * *

Several days later, the major news networks around the world were running montages of videos of the battle of New York. Many were still debating the battle itself. While some were claiming the Avengers were the cause, and therefore to blame. But the overwhelming feeling was that the Avengers were the only reason the world was safe.

"Superheroes in New York? Gimme a break," said an old man with a mustache. Other videos were of people wearing Avengers t-shirts, getting tattoos of Captain America shields, and children playing with Avengers actions figures.

Senator Boynton was giving a press conference. "These so-called 'heroes' have to be held accountable," he said. "This was their fight. Where are they now?"

In another interview, a blonde waitress said, "What? That this was somehow their fault? Captain America saved my life! Wherever he is; wherever any of them are... I would just like to say thank you."

In Central Park, the Avengers had assembled one more time, this time with Loki in chains and a muzzle. Everyone, save Thor, was in their civilian garb. Thor shook hands with each of his new found allies, promising to return soon, and gave Erik Selvig a hug. Tony opened a case carrying the Tesseract. Banner takes it out, placing it inside a special glass tube developed by Selvig himself.

Thor took the device, giving one end to Loki, who reluctantly took it. Thor gave one last nod to everyone, before activating the device. The Tesseract activated, creating a portal to Asgard. Thor and Loki vanished into the portal, which quickly winked out of existence.

Their mission finally, finally complete, the Avengers began exchanging farewells. Banner shook hands with Steve, before Natasha handed him a duffle bag filled with several sets of new clothes. Tony and Steve shook hands, while Danny shook hands with Clint and gave Natasha a hug. The two SHIELD agents were heading back to SHIELD HQ together.

Danny waved to Banner and Stark, who climbed into Tony's expensive sport's car. The two science bros were headed back to Star Tower to rebuild. Tony said he had a big idea he needed Bruce's help with. Danny gave Bruce his dad's phone number, in case he wanted to get back in touch with his high school friend.

Finally, Danny bid farewell to Steve, who climbed onto his motorcycle. The Super Soldier was headed back to his apartment. Somehow, Danny knew this wouldn't be the last he saw of his new found friends. He would see them again, soon.

Danny looked to the sky, and saw his two friends Sam and Tucker, and his little sister, Danielle, fly over head in the Specter Speeder. They landed, and Danny climbed in and they took off, headed for home. Danny couldn't wait to tell his friends and family about his adventure!

* * *

Nick Fury stood in front of the World Security Council. Again. "Where are the Avengers," asked one of the councilors.

"I'm not currently tracking their whereabouts," Fury answered, crossing his arms. "I'd say they've earned a leave of absence. And our trust."

"Fair enough," said another. "And the Tesseract?"

Fury shook his head. "Tesseract is where it belongs," he said. "Out of our reach."

"That wasn't your call to make," said yet another council member.

"I didn't," Fury said. "I just didn't argue with the god that did."

"So," said the first councilman. "You let him take it, and the war criminal, Loki, who should be answering for his crimes?"

Fury smirked. "Oh," he said. "I think he will be."

"I don't think you understand what you've started," a councilwoman said, angrily. "Letting the Avengers lose on this world. They're dangerous."

"They surely are," Fury agreed. "And the whole world knows it. _Every_ world know it."

"Was that the point of all this?" asked the council. "A statement?"

"A promise," Fury said. With that, he cut the transmission, and walked back onto the bridge of the Helicarrier. He joined Agent Maria Hill at the windows of the Helicarrier, looking out at the setting sun. "Sir," said Hill. "How does it work now? They've gone their separate ways now. Some, pretty, extremely far. We get into a situation like this again, what happens then?"

"They'll come back," Fury said, simply.

"You really sure about that?" Hill asked.

"I am," Fury replied.

"Why?" Hill pushed.

Fury continued to look out at the sunset, smiling. "Because we'll need them to."

* * *

_And there came a day, a day unlike any other. A day when Earth's Mightiest Heroes and Heroines united against a common threat. On that day, the Avengers were born- to fight the battles no single superhero could withstand! Through the years, their roster has prospered, changing many times, but their glory has never been denied! Heed the call, heroes- for now, the Avengers Assemble!_

_**The End**_

* * *

**Epilogue: One Month Later**

Nick Fury, Director of SHIELD, sat at his desk at SHIELD HQ in Washington, D.C., looking over the reports of his SHIELD agents. Tedious work, but it had to be done, he supposed. Leaning back in his chair, he pinched the bridge of his nose and sighing. A lot had happened in the month since the battle of New York. Several of the Avengers had come back together, at the request of Tony Stark. He had converted his tower into the new headquarters of the Avengers- the Avengers Tower.

He heard the bell on his office door chime. He cleared his throat and said, "Come in." Agent Maria Hill entered the office, holding several files.

"More?" he said in disbelief.

"No, sir," she replied. "This is something else." She handed Fury the files, which he began thumbing through. "These are the damage reports from the Helicarrier during the battle with Loki," she said. "They finally got done repairing it.

"You remember the second turbine that blew?" she continued. "The one that nearly brought us out of the sky, where Phantom had to lift the Helicarrier?"

Fury nodded, still reading through the mountainous file. "Of course," he said.

"Well," she said. "According to the report, the explosion that took it out wasn't caused by Loki's men."

Fury looked up at her, startled. "Come again?"

Hill gestured to the files on Fury's desk. "The damage was caused by an energy blast. More accurately, an ectoplasmic energy blast."

"Are you saying we were nearly brought down by a ghost?" Fury asked.

Hill shifted under Fury's gaze. "It seems so," she said. "We've ruled out Phantom. He and Agent Romanoff were dealing with the Hulk at the time. And the kid doesn't seem like a turn-coat."

"No, he does not," agreed Fury. "Do we have any security footage of the explosion?"

Hill nodded. "Yes, sir, but it's not the best of quality. The cameras were damaged during the battle." She handed him her holo-tablet, with footage of the explosion playing on it, slowed down. No ghost was visible, but just before the explosion happened, a flash of ecto-energy could be seen. _Pink _ecto-energy.

**To be continued...**

* * *

**And that's a wrap! Cut! Print! I hope you enjoyed the teaser for the sequel! I just want to thank everyone who took time out of their day to read this. Without your support, I doubt this would have been as good. Honestly, I can't thank you all enough! I can't give a set date when the sequel will be out. I'm still hashing it out. In the interim, though, I have a couple of other stories in the works. All of them Danny Phantom crossovers. One is a crossover with Warehouse 13, another is with Star Wars, and the last is a crossover with either the Justice League or the Justice Society of America. **

**And finally, I want to thank everyone who reviewed this story. It means the world to me that people actually enjoyed this! Thank you all so much!**


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